Common use of Request for Registration Clause in Contracts

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net aggregate proceeds of a proposed offering which, net of such shares would be reasonably estimated to underwriting discounts and selling commissions, equal or exceed $3,000,000US$5,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 19.1: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or other applicable securities laws; (B2) Prior to the earlier of six (i6) December 31, 1992, or (ii) six months after the effective date of the Company's ’s first registered public offering of its stockequity securities; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D3) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 transaction promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (E4) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(asubparagraph 9.1(a), and such registrations have been declared or ordered effective; or (F5) If the Company shall furnish Initiating Holders may dispose of shares of Registrable Securities pursuant to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply a request made under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders9.3 hereof.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 16.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D2) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all 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; (E3) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(asubparagraph 6.5(a), and each such registrations have registration has been declared or ordered effectiveeffective and the securities offered pursuant to each such registration have been sold; or (F4) If the Company shall furnish to such Holders a certificate certificate, signed by the President of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 6.5 shall be deferred for a period not to exceed 120 one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (A1) through (F4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give given written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within 20 fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 15: (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a), Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (FC) If Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company Company, it would be seriously detrimental to the Company or and its shareholders for a such registration statement to be filed in on or before the near future, in which case time filing would be required and it is therefore essential to defer the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall file have the right to defer such filing (but not more than once during any twelve month period) for a registration statement covering the Registrable Securities so requested to be registered as soon as practicable period of not more than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 11.5: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of six (i6) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stockClosing Date; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) Unless the aggregate number of shares of Registrable Securities sought to be registered by all Initiating Holders and other Holders pursuant to this Section 1.5 is greater than one (1) million shares; (E) After the Company has effected one (1) such registration pursuant to this paragraph 1(asubparagraph 1.5(a), and such registrations have registration has been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.5 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, after receipt of the request or requests of the Initiating Holders, but in any event within 120 days of such request.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of receive, at any time after one year following the issued or issuable Registrable Securities (the "Initiating Holders") Closing, a written request from the Investor that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") on a Form S-3 and any related qualification or compliance with respect to the Stock, then the Company shall, as expeditiously as reasonably possible, effect the registration of all, but not less than a number of shares (as adjusted for recapitalizations) of Registrable Securitiesall, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to Stock on Form S-3 and all other Holders such qualifications and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities Stock. The Company shall have no obligation to effect any registration of any Holder or Holders joining less than all of the Stock. (a) Notwithstanding anything to the contrary in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; providedthis Section 1.2, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance compliance, pursuant to this Section 1: 1.2: (Ai) In if the Company shall furnish to the Investor a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration should be deferred due to material events directly relating to the Company, in which event the Company shall have the right to defer the filing of the Form S-3 for a period of not more than 90 days after receipt of the request of the Investor under this Section 1.2 (provided, however, that the Company may defer such registration only once); or (ii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless compliance. (b) If Form S-3 is not available to the Company is already subject to service in such jurisdiction and except effect the registration of the Stock as may be required contemplated by the Securities Act; (B) Prior to the earlier of this Section 1.2, then (i) December 31, 1992, or the Company shall effect such registration on Form S-1 and (ii) six months after the effective date of the Company's first registered public offering of its stock;in such event, all references in this Section 1 to Form S-3 shall be read as references to Form S-1. (Cc) If the The Company receives an opinion of counselshall not be obligated to effect, reasonably satisfactory or to a majority of the requesting Holders, take any action to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date ofeffect, any registration statement pertaining pursuant to securities this Section 1.2 after the earlier to occur of the Company following events: (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (Ei) After the Company has effected one registration pursuant to this Section 1.2, and such registration has been declared or ordered effective and otherwise satisfies and continues to satisfy the terms and conditions of this Section 1.2; or (ii) the Company has voluntarily effected the registration of all of the Stock without having first received a request for such registration pursuant to this paragraph 1(aSection 1.2 (a "Voluntary Registration"), and such registrations have Voluntary Registration has been declared or ordered effective; or (F) If effective and otherwise satisfies and continues to satisfy the Company shall furnish to such Holders a certificate signed by the President terms and conditions 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 or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders1.2.

Request for Registration. In case If the Company shall receive ------------------------ from ------------------------ the Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number Registrable Securities with an anticipated aggregate offering price before deduction of shares (as adjusted for recapitalizations) underwriting discounts and commissions, in excess of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 thirty (30) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1subsection 1.2: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a), subsection 1.2(a) and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; or (F) If provided, however, that if the Company shall furnish to such Holders holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or and its shareholders for a such registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from at the date filing would be required and it is therefore essential to defer the filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall file a registration statement covering have an additional period of not more than ninety (90) days after the Registrable Securities so requested to be registered as soon as practicable after receipt expiration of the request or requests of the Initiating Holdersinitial ninety (90) day period within which to file such registration statement.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number Registrable Securities with an anticipated aggregate offering price before deduction of shares standard underwriting discounts and commissions, in excess of Five Million Dollars (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000), the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1subsection 1.2: (A) In at any time prior to six (6) months following the Merger Closing Date; (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;; or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After after the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a), subsection 1.2(a) and such registrations have been declared or ordered effective. Subject to the foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; or (F) If provided, however, that if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or and its shareholders stockholders for a such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement; provided, that the Company may not use this right more than once in the near future, in which case the Company's obligation to any twelve (12) month period. The Company shall use its best efforts to registercause such registration statement to remain effective for at least one hundred twenty (120) days, qualify or comply under this Section 6.1 until the distribution described in the registration statement has been completed, whichever occurs first. In the event the Company does not perform its obligations set forth in the preceding sentence, then such registration shall not be deferred deemed effected for a period not to exceed 120 days from the date of receipt purposes of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (Flimitations set forth in Section 1.2(a)(ii)(C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If, at any time prior to the Company shall receive from Expiration ------------------------ Date, any 25% Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect file a registration statement under the Securities Act of 1933Act, as amended (soon as practicable thereafter the "Securities Act") Company shall use its best efforts to file a registration statement with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have all Warrant Shares that it has been so requested registration) so to include and obtain the effectiveness thereof, and to take all other action necessary under federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the net proceeds exercise of a the Warrants specified in the notices of the Holders or holders hereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or Holders to effect the proposed offering of such shares would be reasonably estimated to exceed $3,000,000sale or other disposition; provided, however, the Company will (i) shall be entitled to defer such registration for a period of up to 60 days if and to the extent that its Board of Directors shall in good faith determine that such registration would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business situation, transaction or negotiation then proposed, contemplated or being engaged in by the Company. The Company shall also promptly give written notice of to the proposed registration, qualification or compliance to all other Holders and (iithe holders of any other Warrants and/or the holders of any Warrant Shares who or that have not made a request to the Company pursuant to the provisions of this Section 6.2(a) as soon as practicableof its intention to effect any required registration or qualification, and shall use its best efforts to effect as expeditiously as possible such registration (including, without limitation, appropriate or qualification under blue sky or of all such other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as Warrant Shares that are then held and/or that may be so requested and as would permit or facilitate acquired upon the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion exercise of the Registrable Securities of any Warrants, the Holder or Holders joining in holders of which have requested such request as are specified in a written request received registration or qualification, within 15 days after such notice has been given by the Company within 20 days after receipt of such written notice from Company, as provided in the Company; provided, however, that the preceding sentence. The Company shall not be obligated to take any action required to effect any such registration, a registration or qualification or compliance pursuant to this Section 1: (A6.2(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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersoccasion only.

Request for Registration. In case (a) If the Company shall receive receives from ------------------------ a Holder or Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number shares of shares Registrable Securities held by such Holder or Holders having an aggregate price to the public (as adjusted for recapitalizationsnet of underwriters' discounts and commissions) of Registrable Securities, sufficient (when aggregated at least $500,000 or with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated respect to exceed $3,000,000at least 300,000 Shares, the Company will (i) promptly give written notice of the proposed registrationwill, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), 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 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 12: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty ninety (6090) days prior to the Company's estimated date of filing of, and ending on the date six sixty (660) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (Eii) After the Company has effected one such registration two registrations pursuant to this paragraph 1(a)Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such two registration limit; (iii) If the Holder requesting registration is able to sell all of such Holder's shares requested to be registered under Rule 144(k) of the Securities and such registrations have been declared or ordered effectiveExchange Commission adopted under the Securities Act; or (Fiv) If the Company shall furnish to such the Holder or Holders requesting registration a certificate signed by the 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall file have the right to defer such filing for a registration statement covering the Registrable Securities so requested to be registered as soon as practicable period of not more than 120 days after receipt of the request or requests of the Initiating initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to be included in such underwriting are so included.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated Securities with an expected aggregate offering price to the offering public of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed at least $3,000,00025,000,000, the Company will (i1) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect as soon as practicable (but in any event within 120 days after receipt of the request of the Initiating Holders) such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior to the earlier of three (i3) December 31, 1992, years following the date of this Agreement or (ii) six months after the effective date of the Company's ’s first registered public offering of its stocksecurities; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (Diii) During the period starting with the date sixty (60) 60 days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and the Company delivers notice of such intent to the Initiating Holders within 15 days of the registration request; (Eiv) After the Company has effected one such registration two registrations pursuant to this paragraph 1(aSection 2.2(a), and such which registrations have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold; or (Fv) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 2.2 shall be deferred for a period not to exceed 120 90 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F); provided, however, that the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersnot exercise such right more than once in any twelve-month period.

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Investor a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification, or compliance with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, Shares the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its diligent best efforts to effect all such registration registrations, qualifications and compliances (including, without limitationlimitations, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities the Investor's Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 thirty days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1: subparagraph 5(c): (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two such registration registrations pursuant to this paragraph 1(a), subparagraph 5(c) and such registrations have been declared or ordered effective; or or (FB) If the amount of securities being offered for sale is less than 25 percent of the Shares. Subject to the foregoing clauses (A) through (B), the Company shall file a registration statement covering the Shares so requested to be registered as soon as practical, but in any event within ninety days, after receipt of the request or requests of the Investor; provided, however, that if the Company shall furnish to such Holders Investor a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders and it stockholders for a such registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from at the date filing would be required and it is therefore essential to defer the filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall have an additional period of not more than ninety days within which to file a such registration statement covering statement. The Investor shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Registrable Securities so requested Company pursuant to this Section 5(c). All Selling Expenses shall be registered as soon as practicable after receipt borne by the Holders of the request or requests securities so registered pro rata on the basis of the Initiating Holdersnumber of their shares so registered.

Request for Registration. In case If, at any time after the Registration Withdrawal Date, the Company shall is not eligible to effect a registration on Form S-3 and the Company shall, during such period that it is not so eligible, receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request from the Holders that the Company effect file a registration statement under the Securities Act covering the registration of 1933all or a portion of the Registrable Securities then outstanding, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will (i) promptly shall: within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance compliance, to all other Holders Holders; and (ii) cause, as soon as reasonably practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within 20 twenty days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance compliance, pursuant to this Section 1: (A) In section 2.4: if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to section 2.3 or this section 2.4; and in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless compliance. If the 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 is already subject as a part of their request made pursuant to service section 2.4(a) and the Company shall include such information in such jurisdiction and except the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as may be required determined by the number of Registrable Securities Act; (Bheld) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, Initiating Holders and shall be reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior acceptable to the Company. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder's estimated date participation in such underwriting and the inclusion of filing ofsuch 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 section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, 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 that would otherwise be underwritten pursuant hereto, and ending on the date six 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 (6as nearly as practicable) months immediately following to the effective date ofamount of Registrable Securities owned by each Holder; provided, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)however, provided that the Company is actively employing number of shares of Registrable Securities to be included in good faith such underwriting shall not be reduced unless all reasonable efforts to cause such registration statement to become effective; (E) After other securities are first entirely excluded from the Company has effected one such registration pursuant to this paragraph 1(a)underwriting. Notwithstanding the foregoing, and such registrations have been declared or ordered effective; or (F) If if the Company shall furnish to such Holders requesting a registration statement pursuant to this section 2.4, a certificate signed by the President 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall file have the right to defer taking action with respect to such filing for a registration statement covering the Registrable Securities so requested to be registered as soon as practicable period of not more than ninety days after receipt of the request or requests of the Initiating Holders; provided that the Company may not utilize this right, together with its right under section 2.3(b)(iii) more than once in any twelve month period; provided further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested Form S-1 registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders and Holders; and (ii) as soon as practicable, but in no event less than ninety (90) days after the request, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from delivered to the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 11.3: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service earlier of: (i) three (3) years following the date of process in effecting such registrationthis Agreement, qualification or compliance unless and (ii) six (6) months following the Company is already subject to service in such jurisdiction and except as may be required by effective date of the Securities ActIPO; (B) Prior After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stocksecurities offered pursuant to such registrations have been sold; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty thirty (6030) days prior to the Company's ’s estimated date of filing of, and ending on the a date six ninety (690) months immediately following days after the effective date of, any a registration statement pertaining to securities of initiated by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such Company-initiated registration statement to become effective; (E) After effective and that the Company has effected one Company’s estimate of the date of filing such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders statement is made in good faith in a certificate signed by the President of the Company; or (D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.3 shall be deferred for a period not to exceed 120 sixty (60) days from the date of receipt delivery of the written request from the Initiating Holders; (E) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld). Subject to the foregoing clauses (A) through (FE), the Company shall use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable but in no event less than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.3(c), include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders at any time not earlier than the first to occur of 50% of (i) one hundred eighty (180) days following the issued or issuable Registrable Securities Company’s initial public offering and (the "Initiating Holders"ii) July 31, 2016, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a such number of shares (as adjusted for recapitalizations) having an aggregate offering price of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed at least $3,000,0005,000,000, the Company will will: (i) promptly within thirty (30) days of the receipt of such written request give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; providedCompany is mailed or delivered. Notwithstanding anything to the contrary contained herein, howeverif the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, that the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 11.2: (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, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the earlier of (i) December 31Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, 1992absent such election, or (ii) six months after the effective date of the Company's first registered public offering of its stockhave been required to bear such expenses); (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing offiling, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration statement pertaining request, the Company furnishes to securities the Holders a notice of the Company (other than Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;notice; or (E) After If the Company has effected one such registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply request made under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders1.5 hereof.

Request for Registration. In case (a) If at any time after the Debentures become convertible pursuant to Section 4 thereof, the Company shall receive from ------------------------ Holders any Holder or group of Holders, representing individually or as a group not less than 50% of the issued or issuable Registrable Securities then outstanding (the "Initiating Holders") assuming conversion of all Debentures then outstanding into Registrable Securities), a written request that the Company effect a the registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such the “shelf” registration (includingon Form S-3 of all Registrable Securities requested by any Holder to be so registered, without limitation, appropriate qualification under and to effect blue sky law qualification or other state securities laws and appropriate compliance with applicable regulations issued under if necessary, subject to the Securities Act and any other governmental requirements or regulationsfollowing limitations: (i) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action cause a registration on Form S-3 to effect any such registration, qualification or compliance pursuant become effective prior to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after 90 days following the effective date of the a Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from -initiated registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect effected solely to qualify an employee benefit planplan or to effect a business combination pursuant to Rule 145), provided that ; (ii) the Company is actively employing shall not be required to effect more than two (2) registrations on Form S-3 in good faith all reasonable efforts the aggregate, or more than one (1) registration in any twelve-month period; (iii) the Company shall not be required to cause effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $2,000,000; (iv) the Company shall not be required to maintain and keep any such registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 45 days or (y) such date as the disposition of the Registrable Securities subject to such registration has been completed; and (v) the Company may defer the filing of such registration statement for a period of up to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President 120 days after receipt of the Company stating that request of the Holder or Holders requesting such registration, if in the good faith judgment of the Company’s Board of Directors of the Company Directors, it would be seriously detrimental to the Company or and its shareholders for a stockholders if the registration statement were filed. The Company shall give notice to be filed all Holders of the receipt of a request for registration pursuant to this Section and shall provide a reasonable opportunity for all such other Holders to participate in the near futureregistration. Subject to the foregoing, in which case the Company's obligation to Company will use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from effect promptly the date registration of receipt all shares of the written request from the Initiating Holders. Subject Registrable Securities on Form S-3 to the foregoing clauses (A) through (F), extent requested by the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt Holder or Holders thereof for purposes of the request or requests of the Initiating Holdersdisposition.

Request for Registration. In case the Company shall receive ------------------------ from ------------------------ the Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number at least 25% of the Registrable Securities (provided that all securities to be included in the offering, including all shares (as adjusted for recapitalizations) of Registrable Securitiesincluded by the Company, sufficient (when aggregated with the offering of other holders who shall have similar registration rights who have so requested registration) so that the net proceeds of a an aggregate proposed offering price to the public of such shares would be reasonably estimated to exceed at least $3,000,000, 5,000,000) the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registration registrations, qualifications, or compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 fifteen (15) business days after receipt of such written notice from the CompanyCompany is given; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1subsection 2.2: (A) Prior to six (6) months after the effective date of the Company's first registered offering to the general public of its securities for its own account; (B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a)subsection 2.2, and such registrations which have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold; or (FD) If the Company shall furnish to such Holders a certificate signed by the President Within one (1) year of the Company stating that in the good faith judgment effective date of a prior registration effected pursuant to this subsection 2.2 or within six (6) months of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the effective date of receipt of the written request from the Initiating Holders. Subject a prior registration effected pursuant to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request subsection 2.3 or requests of the Initiating Holders2.

Request for Registration. In case At any time after the earlier ------------------------ of (A) July 6, 2002 or (B) six months from and after the closing of the Company's IPO, if the Company shall receive receives from ------------------------ a Holder or Holders of 50Registrable Securities who own not less than 30% of the issued or issuable then outstanding Registrable Securities (the "Initiating Holders") ), a written request that the Company effect a registration under the Securities Act of 1933any underwritten registration, as amended (the "Securities Act") qualification, or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable SecuritiesSecurities held by such Initiating Holder or Initiating Holders, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will shall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of the date the Company mails such written notice from the Company; providednotice. Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 11.5: (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, qualification qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;: (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (EC) After the Company has effected one two such registration registrations pursuant to this paragraph 1(a), and such registrations Section 1.5 which have been declared or ordered effectiveeffective and pursuant to which securities have been sold; or (FD) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best reasonable efforts to register, qualify or comply under this Section 6.1 1.5 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once within any 12 month period. Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable within: for any registration which is an IPO, 150 days, and, for any registration which is not an IPO, 60 days, in each case, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration on Form S-1 or any comparable or successor form under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within 20 twenty (20) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 11.3: (A) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; (C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, submit to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission liabilities for state or such similar exemption from registration requirements of the Act;local taxes; or (D) During If in the period starting with good faith judgment of the date sixty (60) days prior Board, such registration would be materially detrimental to the Company's estimated date Company and the Board concludes, as a result, that it is essential to defer the filing of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After at such time, and the Company has effected one such registration pursuant thereafter delivers to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Initiating Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.1 1.3 shall be deferred for a period not to exceed 120 one hundred twenty (120) days from the date of receipt delivery of the written request from the Initiating HoldersHolders and not more than once per twelve (12) month period; or (E) If the Initiating Holders propose to dispose of Registrable Securities that may be registered in Form S-3 pursuant to Section 1.4 hereof. Subject to the foregoing clauses (A) through (FE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 1.3 during any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) and Section 1.2 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued an eToys Initiating Holder or issuable Registrable Securities a Wyndcrest Initiating Holder (the "Initiating Holders"subject to Section 3(a)(i) hereof), at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the eToys Registrable Securities or the Wyndcrest Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000as applicable, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification and other compliance under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) and any take such further actions (including, without limitation, undertaking a “road show” and other governmental requirements or regulationscustomary marketing efforts) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above, subject to Section 3(a)(i) hereof; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (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, registration (or related state-law qualification or compliance other compliance), unless the Company is already (or is required to be) subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior After the Company has effected (x) with respect to the earlier eToys Holders, three (3) such registrations at the request of (i) December 31, 1992, the eToys Holders or (iiy) six months after with respect to the effective date Wyndcrest Holders, two (2) such registrations at the request of the Company's first registered public offering Wyndcrest Holders, in each case, pursuant to this Section 2(a), and such registrations have been declared or ordered effective and the sales of its stockthe Registrable Securities included in such registration shall have closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $2,000,000; provided, however, that the foregoing limitation shall not apply to the last registration effected by the Company receives an opinion at the request of counsel, reasonably satisfactory to a majority each of the requesting eToys Holders or the Wyndcrest Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After ; provided, however, that the Company has effected one such registration may only delay an offering pursuant to this paragraph 1(a)Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other such registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12)-month period; and, provided further, that the Company shall not register any securities for the account of any other stockholder of the Company (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan) during such registrations have been declared or ordered effectivesixty (60) day period; or (FE) If the Company shall furnish to such the eToys Initiating Holders or the Wyndcrest Initiating Holders, as applicable, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or and its shareholders stockholders for a registration statement to be filed in the near future, in which case because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company's , (ii) require premature disclosure of material information that the Company has a bona fide business purpose for treating as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, then the Company’s obligation to use its reasonable best efforts to register, qualify or comply under with this Section 6.1 2(a) shall be deferred for a period not to exceed 120 sixty (60) days from the date of its receipt of the written request from the Initiating such Holders. Subject to the foregoing clauses (A) through (F); provided, however, that the Company shall file not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to this Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Initiating Holder requests a registration statement covering the pursuant to this Section 2(a)(i) in connection with a distribution of Registrable Securities so to its partners or members, the registration shall provide for the resale by such partners or members, if requested by such Initiating Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be registered as soon as practicable after receipt bound by all obligations of the request or requests of the Initiating Holdersthis Agreement).

Request for Registration. In case If the Company shall receive from ------------------------ Holders Initiating Holders, at any time or times not earlier than three months and not later than nine months after the end of 50% a fiscal year of the issued or issuable Registrable Securities (the "Initiating Holders") Company, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to all or a part of the shares of the Common Stock issuable upon exchange of the Shares of any one or more of the Initiating Holders having a Market Value of not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with $2,000,000 on the offering of other holders who have similar registration rights who have so requested registration) so that business day preceding the net proceeds of a proposed offering date of such shares would be reasonably estimated to exceed $3,000,000written request, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities shares of the Common Stock as are specified in such request, together with all or such portion of the Registrable Securities shares of common stock of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 twenty (20) days after receipt mailing of such written notice from by the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 13: (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;Act or applicable rules or regulations thereunder; or (B) Prior More than two times pursuant to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;requests hereunder in any consecutive 12 month period; or (C) If Within 120 days of the effectiveness of a registration statement filed by the Company receives an opinion of counsel, reasonably satisfactory pursuant to a majority which the Holders were entitled to register all or part of the requesting Holders, to the effect that the Holders can make open market sales shares of the outstanding Common Stock held by them without registration, subject to the volume and manner issuable upon exchange of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act;their Shares; or (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of If the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided informs the Initiating Holders that the Company is actively employing in good faith all reasonable efforts intends to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for file a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 within 30 days from the date of receipt of the written request from the Initiating HoldersHolders pursuant to which the Holders will have the right to register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (A), (B), (C) through and (FD), the Company shall file a registration statement covering shares of the Registrable Securities Common Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 3(b) below, include other securities of the Company which are being sold by the Company or which are held by officers or directors of the Company (other than the Holders) or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.

Request for Registration. In case If at any time after the earlier of (i) three (3) years after the date of this Agreement, or (ii) one hundred eighty (180) days following the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from ------------------------ any Holder or group of Holders of 50% holding at least sixty-six and two-thirds percent (662/3%) in interest of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to Registrable Securities having an aggregate offering price of not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 5; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 15: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior After the Company has effected two (2) such registrations pursuant to this Section 5(a), which registrations have been declared or ordered effective, and pursuant to which the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stocksecurities offered have been sold; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the one hundred eighty (180) day period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (FD) If the Company shall furnish delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Holders a certificate signed by the President request for registration of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental Company's intent to the Company or its shareholders for file a registration statement to be filed in the near future, in which case the Company's obligation to use for its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 initial public offering within ninety (90) days from the date of receipt of the written request from the Initiating Holderssuch registration request. Subject to the foregoing clauses (A), (B), (C) through and (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing 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 more than once in any twelve-month period.

Request for Registration. Beginning on the date which is -------------------------- immediately after the third anniversary of the date of this Agreement, Initiating Holders may request registration in accordance with this Article 3; provided, that such registration covers Registrable Securities representing 25% of the then total amount of the Registrable Securities; and further provided that OCP II and OCP III shall have the right to join in such request by Initiating Holders. In case the event the Company shall receive from ------------------------ Holders of 50% any one or more of the issued or issuable Registrable Securities (the "Initiating Holders") Holders a written request that the Company effect a registration under the Securities Act of 1933any such registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (iib) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance as soon as practicable (including, without limitation, undertaking to file post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 15 days after the receipt of such the written notice from the CompanyCompany described in Section 3.1(a); provided, however, that the Company shall not be obligated to take any -------- ------- action to effect any such registration, qualification or compliance pursuant Pursuant to this Section 1Article 3: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct ; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; within one hundred and eighty (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60180) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any registration statement pertaining to a firm commitment underwritten offering of securities of the Company for its own account; (iii) after the Company has effected three (3) such requested registrations pursuant to this Article 3, each such registration has been declared or ordered effective, and the Registrable Securities offered pursuant to each such registration have been sold, or if the Company has effected any requested registration pursuant to this Agreement during the previous six-month period; (iv) if the Company, within ten (10) days of the receipt of the request of the Holder or Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such request (other than with respect to a registration of securities in statement relating to a Rule 145 transaction or with respect an offering solely to an employee benefit planemployees), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;. (Ec) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (Ai) through (Fiv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders and provide notice to the other Holders as required by Section 3.1(a); provided, however, that if the Company shall furnish to such -------- ------- Holders a certificate signed by the Chairman or requests Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the request of the Initiating Holders; provided, further, that the Company shall not be -------- ------- permitted to exercise such deferral right under this Section 3.1(c) more than once in any 365-day period.

Request for Registration. In case Subject to the Company provisions of Section 1.2(b) below, if at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Corporation, the Corporation shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company Corporation effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number any of shares (as adjusted for recapitalizations) of their Registrable Securities, sufficient (when aggregated with Securities in which the offering of other holders who have similar registration rights who have so requested registration) so that anticipated aggregate price to the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed public is at least $3,000,000, 15,000,000 the Company will Corporation will: (i) promptly Within ten (10) days after the date such report is given, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to and in any event within sixty (60) days after the date such request is given by the Initiating Holders, effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company Corporation within 20 twenty (20) days after receipt of such written notice from the CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 11.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service Within ninety (90) days 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; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company Corporation (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (EB) After the Company Corporation has effected one two (2) such registration registrations pursuant to this paragraph 1(a)Section 1.2, and such registrations have been declared effective under the Securities Act; provided, however, that a registration pursuant to this Section 1.2 shall not be considered a registration for purposes of this Section 1.2, (i) unless and until such registration shall have become effective and (x) in the case of a registration on Form S-1 (or ordered effectiveany successor form), until 180 days after the effective date thereof, and (y) in the case of a registration on Form S-3, until all Registrable Securities included in such registration shall have been actually sold, (ii) if the Holders withdraw their request at any time because such Holders (A) reasonably believed that the registration statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in light of the circumstances under which they were made) not misleading, (B) notified the Corporation of such fact and requested that the Corporation correct such alleged misstatement or omission, and (C) the Corporation has refused to correct such alleged misstatement or omission, or (iii) at least 50% of the Registrable Securities requested to be registered by the Holders are not included in a registration pursuant to this Section 1.2; or (FC) If the Company Corporation shall furnish to such Initiating Holders a certificate certificate, signed by the President and Chief Executive Officer of the Company Corporation, stating that in the good faith judgment of the Corporation’s Board of Directors of the Company it would be seriously materially detrimental to the Company or Corporation and its shareholders owners for a registration statement to be filed in the near futurefuture because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar significant transaction involving the Corporation, (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then in which each such case the Company's Corporation’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.2 shall be deferred for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses (A) through (FC), the Company Corporation shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the event the Company shall receive within two (2) years from ------------------------ the date of this Agreement from Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares at least twenty percent (as adjusted for recapitalizations20%) (or any lesser percentage if the anticipated aggregate offering price would exceed Eight Million Dollars ($8,000,000) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000), the Company will shall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, but not later than sixty (60) days from receipt of request, file such registration and use its best efforts to effect such registration have the same declared effective (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; and provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 15.5: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Prior to Until a date which is One Hundred and Twenty (120) days following the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;hereof; or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one (1) such registration pursuant to this paragraph 1(aSection 5.5(a), and such registrations have registration has been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Unless this Warrant is exercised pursuant to Section 1.1(b) hereof, if, at any time prior to the Company shall receive from ------------------------ Holders of 50% fifth anniversary of the date hereof, Holders holding the greater of (i) at least twenty-five percent (25%) of the combined total of Warrant Shares issuable and Warrant Shares outstanding pursuant to the Second Warrant and any prior or subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable Registrable Securities (pursuant to the "Initiating Holders") a written First Warrant, at such time request that the Company effect file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to the Company) under the Securities Act of 1933Act, as amended (soon as practicable thereafter the "Securities Act") Company shall use its commercially reasonable efforts to file a registration statement with respect to all Warrant Shares that it has been so requested to include (so long as such Warrant Shares represent the greater of the amount set forth in clause (i) or clause (ii) above)(the "Demand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders thereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to effect the proposed sale or other disposition, which period shall be not less than a number of shares thirty (as adjusted for recapitalizations30) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Companydays; provided, however, that the Company shall be entitled to defer such registration for a period of up to forty-five (45) days if and to the extent that its Board of Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not be obligated made a request to take any action the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration or qualification, and shall use its commercially reasonable efforts to effect as expeditiously as possible such registrationregistration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the exercise of the Warrants, the Holder or holders of which have requested such registration or qualification within fifteen (15) days after such notice has been given by the Company. The Company shall be required to effect a registration or compliance qualification pursuant to this Section 2.2(a) on a total of one (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersoccasion.

Request for Registration. In case (a) If the Company shall receive receives from ------------------------ a Holder or Holders of not less than 50% of the issued or issuable then outstanding Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number shares of Registrable Securities held by such Holder or Holders having an aggregate price to the public (net of underwriters’ discounts and commissions) of at least $500,000 or with respect to at least 300,000 shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registrationwill, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other applicable state securities laws as Holders may request and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder(s), of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), 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 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 12: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty ninety (6090) days prior to the Company's ’s estimated date of filing of, and ending on the date six sixty (660) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for such registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;; however, the Company may not delay a requested registration under this paragraph if the Company’s registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (Eii) After the Company has effected one such registration two (2) registrations pursuant to this paragraph 1(a)Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, and will not count towards such registrations have been declared or ordered effectivetwo (2) registration limit; or (Fiii) If the Holder requesting registration is able to sell all of such Holder’s shares requested to be registered under Rule 144 of the Securities and Exchange Commission adopted under the Securities Act; or (iv) If the Company shall furnish to such the Holder or Holders requesting registration a certificate signed by the 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date filing of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)such registration statement, the Company shall file have the right to defer such filing for a registration statement covering the Registrable Securities so requested to be registered as soon as practicable period of not more than 120 days after receipt of the request or requests of the Initiating initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to be included in such underwriting are so included.

Request for Registration. In case If the Company shall receive from ------------------------ Holders Initiating Holders, at any time not earlier than six (6) months after the earlier of 50% (i) the first date that the Company's securities trade on a national securities exchange or list on a national automatic quotation system, or (ii) the initial public offering of the issued or issuable Registrable Securities (the "Initiating Holders") Company's securities, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number any portion of shares (as adjusted for recapitalizations) of such Initiating Holders' Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will will: (i) promptly within ten (10) days of such request, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, but in any event within seventy (70) days of such written request, file and thereafter use its best efforts to effect such registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such the written notice from the Company; provided, however, that the Company referenced in clause (i) above is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 13.1: (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior After the Company has initiated two (2) such registrations pursuant to the earlier of this Section 3.1 (ia) December 31, 1992, (counting for these purposes registrations which have been (1) declared or ordered effective and pursuant to which securities have been sold or (ii2) six months after withdrawn by the effective date of Holders and as to which the Company's first registered public offering of its stock;Holders have not elected to bear the Registration Expenses pursuant to Section 3.3 hereof); or (C) If the Company receives an opinion Initiating Holders propose to dispose of counsel, reasonably satisfactory shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act;request made under Section 3.4 hereof. (D) During the period starting with the date sixty forty five (6045) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one hundred twenty (6120) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect subject to an employee benefit plan), Section 3.2 hereof; provided that the Company complies with Section 3.2, is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After , and the Company has effected one delivers notice of such intent to the Initiating Holders within fifteen (15) days of the registration request; provided, further, that the Company shall not defer its registration obligations under this Agreement for more than an aggregate of Two Hundred Ten (210) days in any twelve (12) month period pursuant to this paragraph 1(aSection 3.1(a)(D) and/or Section 3.1(b), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly within ten (10) days give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, subject to the limitations set below, use its best efforts to effect all such registration registrations (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 1:subsection 1.2(a): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stockCompany has effected one (1) such registrations pursuant to this subsection 1.2(a) and such registrations have been declared or ordered effective; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During during the period starting with within the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six ninety (690) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (FD) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from if the Initiating HoldersHolders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.4 hereof. Subject to the foregoing clauses (A) through (FB), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors"), it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after the furnishing of such a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any period of twelve (12) consecutive months.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to (1) at least fifty percent (50%) of the issued and outstanding Registrable Securities or (2) not less than a that number of shares (as adjusted for recapitalizations) of Registrable SecuritiesSecurities which would result in an anticipated aggregate offering price, sufficient net of underwriting discounts and commissions, greater than five million dollars (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000), the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 12.5: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (EC) After the Company has effected one (1) such registration pursuant to this paragraph 1(asubparagraph 1.5(a), and such registrations have registration has been declared or ordered effective; or; (FD) If the Company shall furnish to such Holders a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.5 shall be deferred for a period not to exceed 120 one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") At any time, each Holder may make a written request that per 12-month period (specifying the Company effect a intended method of disposition) for registration under the Securities Act of 1933(each, as amended (the a "Securities ActDemand Registration") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion part of such Holder's Registrable Securities as are specified in (but such requestpart, together with all or the number of securities requested by other Holders to be included in such portion Demand Registration pursuant to this Section 2.1, shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the Registrable Securities Company) of any Holder or Holders joining in such request as are specified in a written request received by at least $10,000,000). Notwithstanding the Company within 20 days after receipt of such written notice from the Company; providedforegoing, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service file any registration statement on behalf 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; (B) Prior to the earlier of (i) December 31, 1992, or (ii) any Holder within six months after the effective date of any earlier registration statement so long as the Company's first registered public Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its stock; (C) If Registrable Securities be included; provided, however, that if a Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company receives an opinion of counsel, reasonably satisfactory to file another registration statement pursuant to a majority Demand Registration (subject, in the event of the requesting Holdersa Demand Registration for less than all such remaining Registrable Securities, to the effect that the Holders can make open market sales same $10,000,000 limitation set forth above) exercised by such Holder within six months of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any of such earlier registration statement pertaining to securities statement. Within ten days after receipt of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders request for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Demand Registration, the Company shall file a give written notice (the "Notice") of such request to all other Holders and shall include in such registration statement covering the all Registrable Securities so requested that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the "Requested Securities"). Thereafter, the Company may elect to include in such registration additional Shares to be registered as soon as practicable after receipt issued by the Company. In such event for purposes only of Section 2.3 (other than the request first sentence thereof) and not for purposes of any other provision or Section hereof (including, without limitation, Section 3), (a) such shares to be issued by the Company in connection with a Demand Registration shall be deemed to be Registrable Securities and (b) the Company shall be deemed to be a Holder thereof. All requests made pursuant to this Section 2.1 shall specify the aggregate number of the Initiating HoldersRegistrable Securities to be registered.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly within ten (10) days after its receipt thereof give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 12: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Prior to the earlier of Within six (i6) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;any such registration; or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two such registration registrations pursuant to this paragraph 1(a), subsection 2(a) and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (FC), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the company shall furnish to such Holders 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 it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement.

Request for Registration. In case If at any time after the Company shall receive from ------------------------ date hereof one or more Holders of 50who in the aggregate hold at least 25% of the issued or issuable Registrable Securities (the "Initiating Holders") submits a written request (a "Demand Notice") to the Company that the Company effect a registration register Registrable Securities under and in accordance with the Securities Act of 1933(a "Demand Registration"), as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will shall: (i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best diligent efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request requests received by the Company within 20 days after receipt of such the date the Company mails the written notice from the Company; provided, however, that the Company shall not be obligated referred to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of clause (i) December 31above. Notwithstanding the foregoing, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If if the Company shall furnish to such the Holders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company Company, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the near futurefiling of such registration statement, in which case the Company's obligation Company shall have the right to use defer such filing or delay its best efforts to register, qualify or comply under this Section 6.1 shall be deferred effectiveness for a reasonable period not to exceed 120 90 days from provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)foregoing, the Company shall file a not be required to effect any registration statement covering requested within less than 120 days after the filing of another registration filed by the Company in which all of the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersincluded in such registration by participating Holders were so included.

Request for Registration. In case the Company shall ------------------------ receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities a written request (the "Initiating HoldersRequest") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number 25% of shares (as adjusted for recapitalizations) the Registrable Securities then outstanding, or any lesser percentage of Registrable SecuritiesSecurities if the anticipated aggregate offering price, sufficient (when aggregated with the offering net of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares underwriters' discounts and commissions, would be reasonably estimated to exceed $3,000,000, the Company will wil l (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and in accordance with Section 8.6; and (ii2) as soon as practicable, use its best reasonable efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request notice received by the Company within 20 twenty (20) days after such Holder's receipt of such written notice from provided by the CompanyCompany pursuant to Section 4.1(b)(i)(1); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 1:4.1(b): (A) 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, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) B. Prior to the earlier of (i) December 31, 1992, or (ii) six months after 270 days following the effective date of the Company's first registered public offering of its stockInitial Public Offering; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) C. During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the Company holder or convertible within twelve (other than a registration 12) months from the date of securities in a Rule 145 transaction or with respect to an employee benefit plan)issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) D. After the Company has effected one (1) such registration pursuant to this paragraph 1(a)Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such registrations have underwriting and in any underwriting described in Section 4.1(c)(ii) which has been declared or ordered effectiveconsummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or (F) E. If the Company shall furnish to such Initiating Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in at the near futuredate filing would be required, in which case the Company's obligation to use its best reasonable efforts to register, qualify or comply register under this Section 6.1 4.1(b) shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Request, provided that the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersmay not exercise this deferral right more than once during any twelve (12) month period.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Warburg Pincus, at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior After the Company has effected three (3) such registrations pursuant to this Section 2(a) and such registrations have been declared or ordered effective and the earlier sales of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stocksuch Registrable Securities shall have closed; (C) If the Company receives Registrable Securities requested by all Holders to be registered pursuant to such request do not have an opinion anticipated aggregate public offering price (before deduction of counsel, reasonably satisfactory to a majority Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act;Initial Public Offering); or (D) During the period starting with the date sixty (60) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After ; provided, however, that the Company has effected one may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this paragraph 1(a)Section 2(a) in connection with a distribution of Registrable Securities to its partners or members, and the registration shall provide for the resale by such registrations have been declared partners or ordered effective; or (F) If the Company shall furnish to members, if requested by such Holders a certificate signed by the President of the Company stating that Holder. The registration rights set forth in the good faith judgment of the Board of Directors of the Company it would this Section 2 may be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near futureassigned, in which case the Company's obligation whole or in part, to use its best efforts to register, qualify or comply under this Section 6.1 any transferee of Registrable Securities (who shall be deferred for a period not to exceed 120 days from the date bound by all obligations of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (Fthis Agreement), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with and if the aggregate offering price of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a Registrable Securities proposed offering of such shares would to be reasonably estimated to exceed registered equals or exceeds $3,000,0008,000,000, the Company will will: (i) promptly (in no case longer than ten (10) days after the request) give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (includingregistration, without limitationqualification or compliance as soon as practicable, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining request in such request as are specified in a written request writing received by the Company within 20 twenty (20) days after receipt mailing of such written notice from the CompanyCompany in accordance with Section 7.5; provided, however, however that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 13.4: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, 2013 or (ii) six months one hundred eighty (180) days after the effective date of the Company's first registered public offering of its stock’s Qualified IPO; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration two (2) registrations pursuant to this paragraph 1(a), Section 3.4 and such registrations have registration has been declared or ordered effective; (D) If the Company is eligible to use a Form S-3 and the Initiating Holders may dispose of shares of Registrable Securities pursuant to a request under Section 3.6 below; or (FE) If Within one hundred eighty days (180) days after the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the effective date of receipt of the written request from the Initiating Holdersany registration pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A) through (FE), the Company shall file a registration statement covering the Registrable Securities so requested pursuant to this Section 3.4(a); provided, however, that if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be registered as soon as practicable filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request or requests of the Initiating HoldersHolders (provided that such right shall not be used more than once in any twelve (12) month period).

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Warburg Pincus, at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(A)(1)(a) above (or 6 business days in the case of the Secondary Public Offering); provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after After the Company has effected two (2) such registrations pursuant to this Section 2(A) and such registrations have been declared or ordered effective date and the sales of the Company's first registered public offering of its stocksuch Registrable Securities shall have closed; (Ciii) If the Company receives Registrable Securities requested by all Holders to be registered pursuant to such request do not have an opinion anticipated aggregate public offering price (before any underwriting discounts and commissions) of counsel, reasonably satisfactory to a majority of not less than $7,500,000 (or $15,000,000 if such requested registration is the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the ActInitial Public Offering); (Div) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After ; provided, however, that the Company has effected one such registration may only delay an offering pursuant to this paragraph 1(a)Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and such registrations have been declared or ordered effectivethe Company may only exercise this right once in any twelve (12)-month period; or (Fv) If the Company shall furnish to such Holders Warburg Pincus a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under with this Section 6.1 2 shall be deferred for a period not to exceed 120 one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Warburg Pincus; provided, however, that the Company shall file not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration statement covering the pursuant to this Section 2(A) in connection with a distribution of Registrable Securities so to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be registered as soon as practicable after receipt bound by all obligations of the request or requests of the Initiating Holdersthis Agreement).

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares at least Fifty-One Percent (as adjusted for recapitalizations51%) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii2) as soon as practicablewill file a registration statement with the Commission not later than 90 days following such request and, use its reasonable best efforts to promptly effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1SECTION 5.1: (Aa) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bb) Prior to nine months from the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stockhereof; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (Ec) After the Company has effected one such registration pursuant to this paragraph 1(a)SUBPARAGRAPH 5.1, and such registrations have registration has been declared or ordered effective; oreffective and has remained effective until the earlier to occur of ninety (90) days or the sale of all of the securities offered pursuant to such registration; (Fd) If the Company shall furnish to such Initiating Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company Directors, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 SECTION 5.1 shall be deferred for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (F)clauses, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.;

Request for Registration. In case the event that the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") receives a written request from Initiating Holders that the Company effect a registration any firmly underwritten registration, qualification or compliance under the Securities Act of 1933Registrable Securities having an aggregate anticipated offering price to the public in excess of Twenty Million Dollars ($20,000,000), as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, the preparation of a registration statement and prospectus complying with the requirements of the Securities Act, and the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 12.1: (A) In at any time prior to the earlier of (i) three (3) years following the date of this Agreement or (ii) six (6) months following the effective date of the registration statement under the Securities Act for a Qualified IPO; or (B) if within ten (10) days after the receipt of the written request from Initiating Holders, the Company provides written notice to the Holders of the Company’s good faith intention to commence a Qualified IPO within the next ninety (90) days; provided, however, that this subsection (B) shall only be used one (1) time by the Company; or (C) after the Company has effected two (2) such registrations pursuant to this Section 2.1 and both such registrations have been declared or ordered effective and not withdrawn by the Company with the approval of the Initiating Holder; or (D) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, but in any event within seventy-five (75) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such holders a certificate signed by the president of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial 75-day period within which to file such registration statement. Notwithstanding the above, the Company may not exercise its right to defer registration more than once in any 12-month period.

Request for Registration. In case At any time after February 18, 2006 (such date being hereinafter referred to as the "Demand Date"), if the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, Securities the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within 20 thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 12: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months less than ninety (90) calendar days after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (declared or ordered effective other than a registration of securities in a Rule 145 transaction on Form S-3 or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveForm S-8; (Eiii) After the Company has effected one such if, while a registration request is pending pursuant to this paragraph 1(a)Section 2, and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that determines, in the good faith judgment of the Board of Directors of the Company it Company, with the advice of counsel, that the filing of a registration statement would be seriously detrimental to require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or its shareholders for would otherwise materially adversely affect a registration statement to be filed in the near futurefinancing, acquisition, disposition, merger or other significant transaction, in which case event the Company's obligation Company shall deliver a certificate to use such effect signed by its best efforts President to registerthe proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided, qualify or comply however, that the Company shall not utilize the right under this Section 6.1 shall be deferred for a period not 2.1(a)(iii) more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to exceed 120 days from the date of receipt of the written request from the Initiating Holdersthis Section 2.1 has been declared or ordered effective. Subject to the foregoing clauses (Ai), (ii), (iii) through and (Fiv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration on Form S-1 or any comparable or successor form under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within 20 twenty (20) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 11.3: (A) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; (C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, submit to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission liabilities for state or such similar exemption from registration requirements of the Act;local taxes; or (D) During If in the period starting with good faith judgment of the date sixty (60) days prior Board, such registration would be materially detrimental to the Company's estimated date Company and the Board concludes, as a result, that it is essential to defer the filing of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After at such time, and the Company has effected one such registration pursuant thereafter delivers to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Initiating Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.this

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") any Registration with respect to not less than all or a number part of shares (as adjusted for recapitalizations) the Registrable Securities from an Initiating Holder, at any time on or after the first anniversary of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000date hereof, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance Registration to all other Holders and Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) Registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect any such registration, qualification or compliance pursuant to this Section 1effect: (A) In any such Registration pursuant to this Section 2(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior any such Registration pursuant to this Section 2(a), if the earlier of Company has effected two (i2) December 31, 1992, such Registrations pursuant to this Section 2(a) and such Registrations have been declared or (ii) six months after the effective date of the Company's first registered public offering of its stockordered effective; (C) If any such Registration pursuant to this Section 2(a) if the Company receives Registrable Securities requested by all Holders to be registered pursuant to any such request have an opinion anticipated aggregate public offering price (before deduction of counsel, reasonably satisfactory to a majority any Selling Expenses) of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Actless than $5,000,000; (D) During any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities Securities of the Company (other than a registration of securities Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period; or (E) After the Company has effected one any such registration Registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (FSection 2(a) If if the Company shall furnish to such the Holders a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's ’s obligation to use its reasonable best efforts to register, qualify or comply under with this Section 6.1 2 shall be deferred for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F); provided, however, that the Company shall file a not exercise such right more than once in any twelve (12) month period. The registration statement covering the Registrable Securities so requested filed pursuant to be registered as soon as practicable after receipt of the request or requests of the Initiating HoldersHolder(s) pursuant to Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other Securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any such Registration (“Other Stockholders”). In the event any Holder requests a Registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders at any time after the earlier of 50% (I) five years after the date of this Agreement or (II) one year after the effective date of the issued or issuable Registrable first registration statement filed by the Company pursuant to the Securities (Act covering an underwritten offering of Common Stock to the "Initiating Holders") general public, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) calendar days after receipt of such written notice from the Company is given. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 2.1(e), include other securities of the Company; provided, howeverwith respect to which registration rights have been granted, that and may include securities of the Company being sold for the account of the Company. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2.1(a): (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, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior After the Company has initiated one such registration pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the earlier of (iHolders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.3 hereof and would, absent such election, have been required to bear such expenses) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If, at any time after the first anniversary of the execution of this Agreement, the Company shall receive from ------------------------ an Initiating Holder or Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect file a registration statement under the Securities Act covering all or a part of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly (but in any event with fifteen (15) days of receiving such request) give written notice of the proposed registration, qualification or compliance registration to all other Holders and all other security holders of the Company that possess registration rights granted by the Company; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such file and thereafter cause to become effective, the registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsof all Registrable Securities that the Company was requested to register pursuant to Section 2(a) as may be so requested and of this Agreement such as would permit or facilitate the sale and distribution of all or any such portion of such Registrable Securities as are specified in such request, together with all or any 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 20 days after receipt of such written notice from the Company and such other security holders of the Company that possess registration rights granted by the Company, as contemplated by Section 2(a)(i); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 12: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months 60 days immediately following the effective date of, of any other registration statement pertaining to securities of the Company (other than a registration of securities in a pursuant to Rule 145 transaction promulgated under the Securities Act or with respect to an employee benefit plan); or (C) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration pursuant to Section 3 hereof; provided that at all times during any such period, the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued at any time or issuable Registrable Securities (the "Initiating Holders") times not earlier than April 30, 2002, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly promptly, and in any event no later than ten (10) days of the receipt of such written request; give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 11.3: (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, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior After the Company has initiated two (2) such registrations pursuant to this Section 1.3(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the earlier of (i) December 31Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, 1992absent such election, or (ii) six months after the effective date of the Company's first registered public offering of its stockhave been required to bear such expenses); (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (FD) If the Company shall furnish Initiating Holders propose to such Holders a certificate signed by the President dispose of the Company stating that in the good faith judgment shares of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested which may be immediately registered on Form S-3 pursuant to be registered as soon as practicable after receipt of the a request or requests of the Initiating Holdersmade under Section 1.6 hereof.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to (1) at least fifty percent (50%) of the issued and outstanding Registrable Securities or (2) not less than a that number of shares (as adjusted for recapitalizations) of Registrable SecuritiesSecurities which would result in an anticipated aggregate offering price, sufficient net of underwriting discounts and commissions, greater than five million dollars (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000), the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 12.5: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31September 26, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock1999; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (ED) After the Company has effected one (1) such registration pursuant to this paragraph 1(asubparagraph 1.5(a), and such registrations have registration has been declared or ordered effective; or; (FE) If the Company shall furnish to such Holders a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.5 shall be deferred for a period not to exceed 120 one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (FE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Majority Holders, after the Expiration Date and at such time as no Registration Statement covering the Registrable Securities shall have been filed with the Commission or shall remain in effect, a written request (the "Initiating HoldersDemand") a written request that the Company effect a registration under the Securities Act of 1933Registrable Securities then outstanding, as amended with a market value of at least $500,000 (based on the "Securities Act") Sale Price of the Common Stock for the ten trading days prior to the date of the Demand), in accordance with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000this SECTION 2.2, the Company will will: (i) promptly promptly, and in no event more than twenty (20) days after receipt of such written request, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request each as are specified in a written request (which request shall specify the number of Registrable Securities proposed to be included in such registration) received by the Company within 20 15 days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1SECTION 2.2: (A) In any particular jurisdiction in which After the Company would be required has effected two such registrations at the request of the Holders pursuant 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 Actthis SECTION 2.2(a) within any twelve (12) month period; (B) Prior to the earlier of During any period in which any Company-initiated registration statement (i) December 31, 1992, other than on Form S-4 or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 Form S-8 promulgated by under the Securities and Exchange Commission Act or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior any successor forms thereto), pursuant to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities which Securities of the Company (other than a registration of securities in a Rule 145 transaction are to be or with respect to an employee benefit plan)were sold, has been filed and not withdrawn or has been declared effective within the prior 90 days, provided that the Company is actively employing in good faith all reasonable its best efforts to cause such other registration statement to become effective; effective (E) After and provided, further, that the Company has effected one such registration cannot pursuant to this paragraph 1(aSection 2.2(a)(ii)(B) delay implementation of a demand for registration more than once in any twelve (12) month period), and such registrations have been declared or ordered effective; or (FC) If the Company shall furnish to such Holders a certificate signed by the President 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 or its shareholders stockholders for a registration statement Registration Statement to be filed in the near futureeffected at such time, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 SECTION 2.2 shall be deferred once (with respect to any demand for registration hereunder) for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Majority Holders. Subject to the foregoing clauses (A) through (F), provided that the Company shall file cannot pursuant to this Section 2.2(a)(ii)(C) delay implementation of a demand for registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersmore than once in any twelve (12) month period.

Request for Registration. In At any time after the Company becomes eligible to file an S-3 Registration, in case the Company shall receive from ------------------------ any Preferred Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request or requests (a “Form S-3 Request Notice”) that the Company effect a registration under the Securities Act of 1933on Form S-3, as amended (the "Securities Act") and any related qualification or compliance, with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient the reasonably anticipated aggregate price to the public of which is equal to or would exceed US$ 1,000,000 (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000One Million US Dollars), the Company will within twenty (i20) promptly days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance compliance, to all other Holders Holders, and (ii) as soon as practicable, shall use its reasonable best efforts to include in such Registration all Registrable Securities held by all such Holders who wish to participate in such Registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the provision of the Company’s notice. Thereupon, subject to the provisions of Section 3.4 below, the Company shall use its reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws Registration and appropriate compliance with applicable regulations issued under the Securities Act all such qualifications and any other governmental requirements or regulations) 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 received by the Company given within 20 fifteen (15) days after receipt provision of such written notice from the Company; provided, however, that . Any Form S-3 Request Notice shall indicate whether the Company shall not be obligated to take any action Holder(s) providing the request intend to effect any such registrationthe offering promptly following effectiveness of the registration statement or whether, qualification or compliance pursuant to this Section 1: (A) In any particular jurisdiction in which 3.11.2, they intend for the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; remain effective so that they may effect the offering on a delayed basis (E) After the Company has effected one such registration pursuant to this paragraph 1(aa “Shelf Request”), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders at any time beginning on the earlier of 50% (i) two (2) years from the date hereof or (ii) six (6) months after the closing of the issued or issuable Registrable Securities (the "Initiating Holders") Company’s initial public offering, a written request that the Company effect file a registration under the Securities Act of 1933, as amended statement (the "Securities Act"i) with respect to not less than a number at least 30% of shares the Registrable Securities or (as adjusted for recapitalizationsii) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net expected proceeds of a proposed offering of such shares would be reasonably estimated to which exceed $3,000,0007,500,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 11.2: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a), Section l.2(a) (other than on a Form S-3) and such registrations have been declared or ordered effective; orprovided, however, that a registration request shall not be counted under this Section 1.2 as fulfilling the Company’s obligation hereunder if the requesting Holders withdraw their registration request as the result of adverse information about the Company previously unknown to such requesting Holders; (FC) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders Holders for a registration statement to be filed in the near future, in which case then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.2 shall be deferred for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders. , provided that the Company may not use this right more than once in any twelve (12) month period; and (D) Within ninety (90) days following the effective date of the Company’s firm commitment underwritten initial public offering of its securities pursuant to a registration statement declared effective under the Securities Act (“IPO”) or a subsequent registered offering of the Company’s securities; Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Subject to the conditions set forth in this Section 2.1, if the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request (a “Demand Registration Request”) signed by such Initiating Holders that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a Minimum Amount of the Registrable Securities (such request shall state the number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with Securities to be disposed of and the offering intended methods of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering disposition of such shares would be reasonably estimated to exceed $3,000,000by such Initiating Holders, including the proposed managing underwriters, if any), the Company will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicablepracticable (but in any event within sixty (60) calendar days of the Demand Registration Request), file such registration and use its reasonable best efforts to effect cause such registration to become effective (including, without limitation, filing pre-effective and post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and/or Exchange Act and any other governmental requirements regulations or regulationsrequirements) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after Securities. Upon receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)request, the Company shall file a promptly deliver notice of such request to all other Holders who each shall then have twenty (20) calendar days to notify the Company in writing of their desire to be included in such registration. If the request for registration statement covering contemplates an underwritten public offering, the Company shall state such in the written notice and, in such event, the right of any such other Holder to participate in such registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Registrable Securities so requested in the underwritten public offering to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersextent provided herein.

Request for Registration. In case If at any time on or after the Company shall receive from ------------------------ Holders of 50% of Commencement Date, the issued Majority-In-Interest with respect to any registration to be effected on a Form S-1 (or issuable Registrable Securities any successor long form) or any Holder with respect to any registration to be effected on a form other than a Form S-1 (the "Initiating Holders"or any successor long form) submits a written request (a "Demand Notice") to the Company that the Company effect a registration register Registrable Securities under and in accordance with the Securities Act of 1933(a "Demand Registration"), as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will shall: (i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request requests received by the Company within 20 days after receipt of such the date the Company mails the written notice from the Company; provided, however, that the Company shall not be obligated referred to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of clause (i) December 31above. Notwithstanding the foregoing, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If if the Company shall furnish to such the Holders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board of Directors of the Company Board, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the near futurefiling of such registration statement, in which case the Company's obligation Company shall have the right to use defer such filing or delay its best efforts to register, qualify or comply under this Section 6.1 shall be deferred effectiveness for a reasonable period not to exceed 120 60 days from provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)foregoing, the Company shall file not be required to effect (i) more than two registrations on any form other than a Form S-3 (or any successor short form), (ii) any registration statement covering where the anticipated aggregate gross proceeds from the sale of the Registrable Securities so to be included in such registration is less than $500,000, or (iii) any registration requested within less than six months after the filing of another registration pursuant to this Section 2 in which all of the Registrable Securities requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersincluded in such registration by participating Holders were so included.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Preferred Holder a written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly within ten (10) days of receipt thereof, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 12.1: (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, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actjurisdiction; (B) Prior After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the earlier Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stocktheir request for registration under Section 2.1); (C) If the The Company receives an opinion of counsel, reasonably satisfactory shall not be obligated to a majority effect any such registration within ninety (90) days of the requesting Holders, to the effect that the Holders can make open market sales effective date of the outstanding Common Stock held by them without a previous registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act;; or (D) During the period starting with the date sixty (60) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If after January 1, 1999, the Company Issuer shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request from any Qualified Holder(s) that the Company Issuer effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable SecuritiesSecurities owned by such holder(s), sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering Issuer shall promptly give notice of such shares would be reasonably estimated request to exceed $3,000,000each other Qualified Holder. Subject to Section 2.9, the Company will (i) Issuer shall thereupon promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts diligently to effect such registration Requested Registration and related CLCORP01 Doc: 230115_4 7 qualifications and compliances (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsexecution of an undertaking to file post-effective amendments) as may be so requested by the Qualified Holder who made the original request and by the Qualified Holders who make written request to the Issuer within 20 days after the giving of the aforesaid notice by the Issuer ("Requesting Holders") and as would permit or facilitate the sale and distribution of all or such portion of such the Registrable Securities as are specified in any such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, provided that the Company shall Issuer is not be obligated to take any action to effect a Requested Registration or any such registration, related qualification or compliance pursuant to this Section 12.2: (Ai) In any particular jurisdiction if, within 60 days after receipt of the initial request pursuant to this Section 2.2, the Issuer elects to include in such registration Issuer Common Shares for its own account, whereupon the Issuer shall notify each Requesting Holder that it has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registrable Securities as to which notice was given by the Company would be required Requesting Holders pursuant to execute a general consent this Section 2.2 but subject to service of process the limitations set forth in effecting Section 2.1; CLCORP01 Doc: 230115_4 8 (ii) if the Requesting Holders do not request to include in such registration, qualification or compliance unless in the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;aggregate, at least 3 million Registrable Securities; or (Biii) Prior to if the earlier Issuer has effected two Requested Registrations on behalf of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit planQualified Holder(s), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations which Requested Registrations have been declared or ordered effective; or (F) effective and which effectiveness has not been suspended or stopped by any governmental or judicial authority. If the Company shall furnish to such Holders Requested Registration is a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Cutback Registration, the Company Issuer shall file a register in such registration statement covering (1) first, the Registrable Securities so requested which any Requesting Holder seeks to include in such registration, on a pro rata basis based upon the number of such Issuer Common Shares each Requesting Holder seeks to include in such registration and (2) second, the Issuer Common Shares held by each Electing Holder, (i) if such Issuer Common Shares are sought to be registered as soon as practicable after receipt included in such registration pursuant to contractual obligations of the request or requests Issuer in existence on July 28, 1995, in accordance with the respective contractual rights of the Initiating Holders.holder of such Issuer Common Shares, and (ii) in all other cases, on a pro rata basis based upon the number of shares each Electing Holder seeks to include in such registration. CLCORP01 Doc: 230115_4 9

Request for Registration. In case If at any time after the date that is one hundred eighty (180) days after the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Abbott a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly within thirty (30) days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1:3.1(a): (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior if Abbott, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriting discounts and commissions related to the earlier of (iissuance) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stockare less than $5,000,000; (Ciii) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During during the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than with respect to (A) a registration of securities in a Rule 145 transaction or with respect to transaction, (B) an employee benefit planplan or (C) the Company’s first registered public offering of its stock), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (Eiv) After after the Company has effected one such registration initiated two (2) registrations pursuant to this paragraph 1(a), and such Section 3.1(a) which are each registrations have been declared or ordered effectiverequested by Abbott; or (Fv) If the Company shall furnish furnishes to such Holders Abbott a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement (A) to be filed in on or before the near futuredate such filing would otherwise be required hereunder, in which case (B) to become effective, or (C) 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's obligation , (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 use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt with requirements of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Commission, the Company shall file have the right, but not more than once in any 12-month period, to defer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed one hundred twenty (120) days); provided, however, that if the effectiveness of a registration statement covering is suspended pursuant to this provision, the Registrable Securities so requested period of such suspension shall be added to the end of the period that such registration statement would otherwise be required to be registered as soon as practicable after receipt effective hereunder so that the aggregate number of the request or requests of the Initiating Holdersdays that such registration statement is required to remain effective hereunder shall remain unchanged.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of any Investor or Investors holding not less than 50% of the issued or issuable Registrable Securities (the "Initiating Holders") then outstanding, at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will (i) promptly give written notice of the proposed registrationwill, qualification or compliance to all other Holders and (ii) as soon as reasonably practicable, use its reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request; provided that the Company shall not be obligated -------- to effect, together with all or take any action to effect, any such portion registration pursuant to this Section 2(a): A. after the Company has effected three (3) such registrations pursuant to this Section 2(a) requested by the Investors, and, in each case, such registrations have been declared or ordered effective and have remained effective for ninety (90) days; provided, however, that the limitation set forth in this Section 2(a)(i)A is not applicable if, at the time of the request for registration, the Company qualifies to register the resale of the Registrable Securities in accordance with the request on a Form S-3; B. if at the time of any Holder request to register Registrable Securities, the Company is engaged or Holders joining intends to engage in an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, or the Board of Directors of the Company determines in good faith that the registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, in which event, the Company may, at its option, direct that such request as are specified be delayed for a period not in a written request received excess of 120 days from the date of the determination by the Company within 20 days after receipt Board of such written notice from Directors, as the Companycase may be; provided, however, that the Company shall may not be obligated exercise this deferral right more than once in any 12-month period. Subject to take any action to effect any such registrationSection 2(a)(ii), qualification or compliance a Registration Statement filed pursuant to this Section 1: (A2(a)(i) In any particular jurisdiction in which may include other securities, other than Registrable Securities, of the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required which are held by the Securities Act; other stockholders (B"Other Stockholders") Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the . The Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume shall prepare and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting file with the date sixty (60SEC, as soon as practicable, the applicable Registration Statement required by Section 2(a) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all shall use reasonable best efforts to cause such registration statement Registration Statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered effective as soon as practicable after receipt such filing. The Company shall keep such Registration Statement effective pursuant to Rule 415 until the earliest of (i) one hundred and eighty (180) days from the date the applicable Registration Statement is declared effective by the SEC, (ii) the date at which all Registrable Securities included in such Registration Statement have been sold by the Investors or (iii) the date on which all of the request Registrable Securities may (in the reasonable opinion of counsel to the Company) be immediately sold to the public without registration or requests of restriction pursuant to Rule 144(k) under the Initiating HoldersSecurities Act (the "Registration Period").

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") Warburg Pincus, at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(A)(1)(a) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after After the Company has effected two (2) such registrations pursuant to this Section 2(A) and such registrations have been declared or ordered effective date and the sales of the Company's first registered public offering of its stocksuch Registrable Securities shall have closed; (Ciii) If the Company receives Registrable Securities requested by all Holders to be registered pursuant to such request do not have an opinion anticipated aggregate public offering price (before any underwriting discounts and commissions) of counsel, reasonably satisfactory to a majority of not less than $7,500,000 (or $15,000,000 if such requested registration is the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the ActInitial Public Offering); (Div) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After ; provided, however, that the Company has effected one such registration may only delay an offering pursuant to this paragraph 1(a)Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and such registrations have been declared or ordered effectivethe Company may only exercise this right once in any twelve (12)-month period; or (Fv) If the Company shall furnish to such Holders Warburg Pincus a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under with this Section 6.1 2 shall be deferred for a period not to exceed 120 one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)Warburg Pincus; provided, however, that the Company shall file not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration statement covering the pursuant to this Section 2(A) in connection with a distribution of Registrable Securities so to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be registered as soon as practicable after receipt bound by all obligations of the request or requests of the Initiating Holdersthis Agreement).

Request for Registration. In case If at any time after the Company shall receive from ------------------------ date hereof one or more Holders of 50who in the aggregate hold at least 25% of the issued or issuable Registrable Securities (the "Initiating Holders") submits a written request (a "Demand Notice") to the Company that the Company effect a registration register Registrable Securities under and in accordance with the Securities Act of 1933(a "Demand Registration"), as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will shall: (i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best diligent efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request requests received by the Company within 20 days after receipt of such the date the Company mails the written notice from the Company; provided, however, that the Company shall not be obligated referred to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of clause (i) December 31above. Notwithstanding the foregoing, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If if the Company shall furnish to such the Holders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company Company, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the near futurefiling of such registration statement, in which case the Company's obligation Company shall have the right to use defer such filing or delay its best efforts to register, qualify or comply under this Section 6.1 shall be deferred effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the foregoing, the Company shall not be required to effect any registration (i) requested within less than 120 days from after the date filing of receipt another registration filed by the Company in which all of the written request from Registrable Securities requested to be included in such registration by participating Holders were so included; or, (ii)(A) if Perseus has not exercised the Initiating Holders. Subject Perseus Option in full, after the Company has filed and effected one registration pursuant to this Section 2 in which all of the foregoing clauses Registrable Securities requested to be included in such registration by participating Holders were so included and such registration has been declared or ordered effective; (AB) through if Perseus has exercised the Perseus Option in full, after the Company has filed and effected two registrations pursuant to this Section 2 in which all of the Registrable Securities requested to be included in each such registration by participating Holders were so included and each such registration has been declared or ordered effective; or (FC) if Perseus has exercised the Perseus Option in part but less than in full, after the Company has filed and effected two registrations pursuant to this Section 2 in which all of the Registrable Securities requested to be included in each such registration by participating Holders were so included and each such registration has been declared or ordered effective; provided, however, that in the case of the second registration filed and effected pursuant to this subclause (C), the Company shall file a registration statement covering the be required to register only those Registrable Securities so requested acquired pursuant to be registered as soon as practicable after receipt such partial exercise of the request or requests of the Initiating HoldersPerseus Option.

Request for Registration. In case If at any time the Company shall receive from ------------------------ any Holder or group of Holders of 50% holding at least a majority in interest of the issued or issuable Registrable Securities (the "“Initiating Holders"”) a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 2; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 12: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred and eighty (6180) months days immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (EC) After the Company has effected one such registration two (2) registrations pursuant to this paragraph 1(a)Section 2; provided, and such registrations have been declared or ordered effective; or (F) If however, if the Company shall furnish number of shares to such Holders a certificate signed be offered by the President Holders in any such registration are reduced upon the advice of the Company stating managing underwriter below half that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement proposed to be filed in offered, such registration shall not counted for purposes of determining the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply number of registrations effected under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders2(a). Subject to the foregoing clauses (A), (B) through and (FC), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Subject to the conditions of this Section 2(a), if the Company shall receive from ------------------------ Holders of 50% the Initiating Holder, at any time on or after the second anniversary of the issued or issuable Registrable Securities (the "Initiating Holders") date hereof, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (A) In any particular 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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior After the Company has effected one (1) such registration pursuant to the earlier of (ithis Section 2(a) December 31, 1992, and such registration has been declared or (ii) six months after the effective date of the Company's first registered public offering of its stockordered effective; (C) If the Company receives Registrable Securities requested by all Holders to be registered pursuant to such request do not have an opinion anticipated aggregate public offering price (before any underwriting discounts and commissions) of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Actnot less than $7,500,000; (D) During if within thirty (30) days of receipt of a written request from the period starting with Initiating Holder pursuant to Section 2(a), the date Company gives notice to the Holders of the Company's intention to file a registration statement for a public offering within sixty (60) days prior days, other than pursuant to the Company's estimated date of filing of, and ending on the date six (6i) months immediately following the effective date of, any a registration statement pertaining relating to securities of the Company any employee benefit plan or (other than a registration of securities in a Rule 145 transaction or ii) with respect to an employee benefit planany corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities (each a "Special Registration Statement"), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After if the Company has effected one such registration Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this paragraph 1(a), and such registrations have been declared or ordered effectivea request made pursuant to Section 2(c) below; or (F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "Requested Registration") should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company shall furnish (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Requested Registration until such Holders Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a certificate signed registration statement has been filed relating to a Request Registration, if the Valid Business Reason has not resulted from actions taken by the President of Company, 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 or its shareholders for a may cause such registration statement to be filed withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holders shall have the rights set forth in this Section 2(a) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the near futureCompany shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in which case each case, promptly after the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holdersoccurrence thereof. Subject Notwithstanding anything to the foregoing clauses contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (A12) through (F)month period. In addition, the Company shall file a not be required to effect any registration statement covering pursuant to Section 2(a), within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include at least two-thirds of the Registrable Securities so they requested to be registered as soon as practicable after receipt of include in such registration pursuant to Section 2(b). The registration statement filed pursuant to the request or requests of the Initiating HoldersHolders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders"). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders at any time or times not earlier than the earlier of 50% (i) January 1, 1998 or (ii) six (6) months after the effective date of the issued or issuable Registrable Securities (first registration statement filed by the "Initiating Holders") Company covering an underwritten offering of any of its securities to the general public, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) the Registrable Securities having a reasonably anticipated aggregate offering price, net of Registrable Securitiesunderwriting discounts and commissions, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed exceeds $3,000,00012,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company is effective. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 11.2: (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Prior After the Company has effected two such registrations pursuant to the earlier of (ithis Section 1.2(a) December 31, 1992, and such registrations have been declared or (ii) six months after the effective date of the Company's first registered public offering of its stock;ordered effective; or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, of and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect pursuant to an employee benefit plan), 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; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (FD) If the Company shall furnish Initiating Holders propose to such Holders a certificate signed by the President dispose of the Company stating that in the good faith judgment shares of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested that may be immediately registered on Form S-3 pursuant to be registered as soon as practicable after receipt of the a request or requests of the Initiating Holdersmade under Section 1.5 hereof.

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Preferred Initiating Holders", GE Capital or Shamrock (each herein “Initiating Holders”) a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to (1) in the case of a request from Preferred Initiating Holders, not less than 33% of the aggregate Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of shares the Registrable Securities proposed to be issued (as adjusted for recapitalizationsbefore deduction of underwriting discounts and expenses of sale) of Registrable Securities, sufficient would exceed $10,000,000) or (when aggregated with 2) in the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds case of a request from GE Capital or Shamrock not less than 10% of the aggregate Series E Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of the Registrable Securities proposed offering to be issued (before deduction of such shares underwriting discounts and expenses of sale) would be reasonably estimated to exceed $3,000,000, 5,000,000) the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and other holders of registration rights; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Holders, or other securities of any holder or holders entitled to registration rights, as are specified in a written request received by the Company within 20 fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1:2.1(a): (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31August 14, 1992, or 2002 and (ii) six months after the effective date closing of the Company's first registered ’s initial firm commitment public offering of its stockoffering; (C) If the Company receives an opinion Company, within fifteen (15) days of counsel, reasonably satisfactory to a majority of the requesting request from Initiating Holders, gives notice of its intention to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from file a registration requirements of the Act; (D) During the period starting statement with the date Commission within sixty (60) days prior to of the Company's estimated date of filing ofsuch notice, during the period commencing on the date such notice is given and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this paragraph (C), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (C) at any time prior to six (6) months following termination of such Deferral Period; (ED) After With respect to requests from Preferred Initiating Holders, after the Company has effected one at the request of Preferred Initiating Holders three (3) such registration registrations pursuant to this paragraph 1(aSection 2.1(a), and such registrations have been declared or ordered effective; or; (E) With respect to requests from Shamrock, the Company has effected at the request of Shamrock two (2) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (F) With respect to requests from GE Capital, the Company has effected at the request of GE Capital one (1) registration pursuant to this Section 2.1(a) and such registration has been declared or ordered effective; or, (G) If the Company shall furnish to such the Initiating Holders a certificate signed by the President 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 or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall 2.1 may be deferred deferred, but not more than twice in any twelve-month period, for a period not to exceed 120 sixty (60) days from the date of receipt of the written request from the Initiating Holdersper deferral. Subject to the foregoing clauses paragraphs (A) through (FG), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of for registration by the Initiating Holders. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(D), (E) and (F) (as applicable), (1) if the registration statement does not remain effective until such time as all of the Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration unless such Registrable Securities are not disposed of by reason of some act or omission by the Holders of Registrable Securities covered by such Registration Statement, (2) if, after it has become effective, but before all of the Registrable Securities included in such registration have been sold, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities that were to have been registered for any reason not attributable to the actions or omissions of the holders of such Registrable Securities or (3) if the conditions to closing specified in a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of Registrable Securities covered by such registration statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(E) and (F) (as applicable) if more than fifty percent (50%) of the Registrable Securities initially requested by Shamrock or GE Capital, as the case may be, for inclusion in such registration statement are excluded by the managing underwriter pursuant to Section 2.1(b) hereof.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% the Initiating Holders, at any time after the one-year anniversary of the issued or issuable Registrable Securities (the "Initiating Holders") Effective Date, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number any of shares (as adjusted for recapitalizations) of the then outstanding Registrable Securities, sufficient (when aggregated with the Securities which would result in an aggregate offering of other holders who have similar at least $5,000,000 (or any lesser aggregate offering if such request for registration rights who have so requested registration) so that is with respect to all the net proceeds of a proposed offering Registrable Securities of such shares would be reasonably estimated to exceed $3,000,000Initiating Holder under this Agreement), the Company will will: (ia) promptly within 10 days of such request, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (iib) as soon as practicable, and in any event with 60 days of such request, file with the SEC and thereafter use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 13: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior after the Company has effected three (3) such registrations pursuant to this Section 3.1 and such registrations have been declared or ordered effective and the earlier sales of such Registrable Securities have closed; provided, however, that if the effectiveness of any such registration is not maintained for a period of at least ninety (i90) December 31days (or any lesser period of time in the event the distribution contemplated by the registration is fully completed), 1992, or then such registration shall not be counted as a registration for the purposes of this clause (ii) six months after the effective date of the Company's first registered public offering of its stock); (Ciii) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During during the period starting with the date sixty fifty-five (6055) calendar days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one-hundred-fifty (6150) months immediately following calendar days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration public offering of securities in a Rule 145 transaction or with respect to an employee benefit plan), for the Company's account; provided that the Company is actively employing in good faith all its reasonable best efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered be effective; or (Fiv) If during the period starting with the date six (6) months prior to the Company's good faith estimate of the effective date of, and ending on a date six (6) months after the effective date of, any registration statement pertaining to a public offering of securities for the account of any stockholder requesting registration pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement; provided that the Company shall furnish to such Holders a certificate signed by the President of the Company stating that is actively employing in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental its reasonable best efforts to the Company or its shareholders for a cause such registration statement to be filed in effective and provided further that if the near futureCompany has begun to effect a registration pursuant to this Section 3 and receives a request for registration from a stockholder pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement, in which case then the Company's Company shall immediately inform the Holders and cease and have no further obligation to use its best efforts take any action to register, qualify or comply under this effect the registration begun pursuant to Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders3.1. Subject to the foregoing clauses (Ai) through (Fiv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company (a "President's Certificate") stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve-month period) for a period that the Board of Directors of the Company in its good faith judgment deems reasonably necessary but in no event shall such period be more than one-hundred-eighty (180) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 3.2 below, include other securities of the Company that are held by officers or directors of the Company or that are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000qualification or compliance, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, promptly use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 13.1: (A1) In any particular jurisdiction juris- diction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of date which is six (i6) December 31, 1992, or (ii) six months after following the effective date of the Company's first registered public offering of its stockPublic Event; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E3) After (A) the Company has effected one such registration (or more) registrations pursuant to this paragraph 1(a)Section 3.1(a) which have included the Registrable Securities of each and every Investor who holds or has held at any time at least twenty-five percent (25%) of the aggregate number of Registrable Securities subject to this Agreement as set forth on Annex I hereto, and (B) such registrations have been declared or ordered effectiveeffective and (C) the securities offered pursuant to such registrations have been sold; or (F4) If the Company shall furnish to such Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors the filing of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near futurefuture with respect to the proposed registration would have a material adverse effect on the Company, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 3.1 shall be deferred for a period not to exceed 120 sixty (60) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses (A1) through (F4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request The Investor may request, in writing, that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") or qualification with respect to not less than a number all or part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with . In the offering of other holders who have similar registration rights who have so requested registration) so that event the net proceeds of Company shall receive from the Investor such a proposed offering of such shares would be reasonably estimated to exceed $3,000,000written request, the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration or qualification as soon as practicable (including, without limitation, undertaking to file post- effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and undertaking to effect appropriate compliance with applicable regulations issued under the Securities Act Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1Article 2: (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one three such registration requested registrations pursuant to this paragraph 1(aArticle 2 (not including registrations on Form S-3), and each such registrations have registration has been declared or ordered effective, and the securities offered pursuant to each such registration have been sold; or (Fiii) If the Company shall furnish to such Holders a certificate signed by then meets the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental eligibility requirements applicable to the Company or its shareholders for a use of Form S-3 in connection with such registration statement and is able to be filed in the near future, in which case the Company's obligation effect such requested registration pursuant to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Article 4 hereof. (b) Subject to the foregoing clauses (Ai) through (Fiii), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating HoldersInvestor; provided, however, that if the Company shall furnish to 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 for such registration statement to be filed as a result of a pending corporate transaction, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Investor, provided, however, that the Company shall not be permitted to exercise such deferral right under this Section 2.1(b) or Section 4.1(c) hereof more than once in any 365-day period.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (the "an Initiating Holders") Holder, at any time, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior After the Company has effected one (1) such registration pursuant to this Section 2(a) and such registration has been declared or ordered effective and the earlier sales of such Registrable Securities shall have closed; provided, however, that a registration shall not be deemed to constitute a registration pursuant to this Section 2(a) in the event that less than ninety percent (i90%) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stockRegistrable Securities held by Holders participating in the registration are permitted to participate in such registration; (C) If the Company receives Registrable Securities requested by all Holders to be registered pursuant to such request do not have an opinion anticipated aggregate public offering price (before any underwriting discounts and commissions) of counsel, reasonably satisfactory not less than an amount equal to a majority 10% of the requesting Holders, aggregate purchase price of the Series B Preferred Stock purchased by Investors pursuant to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the ActSubscription Agreements; (D) During the period starting with the date sixty thirty (6030) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six three (63) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or under the Securities Act, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock); provided, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After ; provided, however, that the Company has effected one such registration may only delay an offering pursuant to this paragraph 1(a)Section 2(a)(i)(2)(D) for a period of not more than thirty (30) days, if a filing of any other registration statement is not made within that period and such registrations have been declared or ordered effectivethe Company may only exercise this right once in any twelve (12)-month period; or (FE) If the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's ’s obligation to use its best efforts to register, qualify or comply under with this Section 6.1 2(a) shall be deferred for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F); provided, however, that the Company shall file a not exercise such right more than once in any twelve (12)-month period. The registration statement covering the Registrable Securities so requested filed pursuant to be registered as soon as practicable after receipt of the request or requests of the Initiating HoldersHolders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company that are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners or members, the registration shall provide for the resale by such partners or members, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. In case If the Company shall receive from ------------------------ the Majority Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one three (3) such registration pursuant to this paragraph 1(a), registrations and all such registrations have been declared or ordered effectiveeffective and the sales of Registrable Securities pursuant to all such registrations shall have closed; or (FC) If if the Company shall furnish Registrable Securities requested by all Holders to be registered pursuant to such Holders request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $5,000,000. The registration statement filed pursuant to a certificate signed by request under this Section 2(a)(i) may, subject to the President provisions of Section 2(a)(ii) below, include other securities of the Company stating that which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (but specifically excluding the good faith judgment of Holders) (“Other Stockholders”). In the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for event any Holder(s) requests a registration statement pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, members or stockholders, the registration shall provide for the resale by such partners, members or stockholders, if requested by such Holder(s). The registration rights set forth in this Section 2 may be filed in the near futureassigned, in which case the Company's obligation whole or in part, to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersany Permitted Transferee.

Request for Registration. In case Upon the Company shall receive from ------------------------ Holders written request of 50% of the issued or issuable Registrable Securities Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X and North Castle II (the "Initiating HoldersINITIATING HOLDER") a written request at any time after the date hereof requesting that the Company effect pursuant to this Section 7 the registration (a "DEMAND REGISTRATION") of any of such Initiating Holders' Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the proposed amounts thereof, and the intended method of disposition by the Initiating Holders), the Company shall promptly give written notice of such requested registration to all Stockholders, and thereupon the Company will, as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will of (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under Registrable Securities which the Securities Act and any other governmental requirements or regulations) as may be Company has been so requested and as would permit or facilitate to register, for disposition in accordance with the sale and distribution intended method of all or such portion of such Registrable Securities as are specified disposition stated in such request, together with and (ii) all or such portion of the other Registrable Securities owned by Stockholders, the holders of any Holder or Holders joining in such request as are specified in which shall have made a written request received by to the Company for registration thereof (which request shall specify such Registrable Securities and the proposed amounts thereof) within 20 30 days after the receipt of such written notice from the Company; provided, howeverall to the extent requisite to permit the disposition by the holders of the securities constituting Registrable Securities so to be registered, PROVIDED that the Company shall not be obligated to take any action required to effect any such registration, qualification or compliance registration pursuant to this Section 1: (A) In any particular jurisdiction in 7 if it is a registration with respect to which the Company would be is not required to execute a general consent pay expenses pursuant to service of process in effecting such registration, qualification or compliance Section 7(b)(i) unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably shall have received assurances satisfactory to a majority of the requesting Holders, to the effect it that the Initiating Holders can make open market sales will bear the expenses of the outstanding Common Stock held by them without registrationregistration and PROVIDED, subject FURTHER, that each other Stockholder proposing to the volume and manner register securities as part of sale limitations contained such Demand Registration shall agree in Rule 144 promulgated by the Securities and Exchange Commission or writing to pay its PRO RATA share of such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersexpenses.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 11.5: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(asubparagraph 1.5(a), and each such registrations have registration has been declared or ordered effectiveeffective and the securities offered pursuant to each such registration have been sold; or (FD) If the Company shall furnish request of the Initiating Holders applies to less than 20% of the Registrable Securities held by such Holders a certificate signed by (unless the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement anticipated gross proceeds to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to received by such Holders exceed 120 days from the date of receipt of the written request from the Initiating Holders$500,000). Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from ------------------------ Any Holder or group of Holders of 50% holding a majority of the issued or issuable Registrable Securities may, at any time during the period commencing as of one (1) year after an initial public offering of the "Initiating Holders"Company's Common Stock and ending three (3) a years after an initial public offering of the Company's Common Stock, make written request that the Company effect a registration under the Securities Act of 1933, as amended (the "Securities Act") one Qualified Registration with respect to not less than a number of shares (as adjusted for recapitalizations) of such Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering . Upon timely receipt of such shares would be reasonably estimated to exceed $3,000,000request, the Company will will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders and Other Holders; (iib) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities or Other Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders and the Other Registrable Securities of any Other Holder or Other Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) business days after receipt of such written notice from the Company; provided. (c) Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 1SECTION 5.1: (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after After the effective date of the Company's first registered public offering of its stock;Company has effected one such registration pursuant to this SECTION 5.1 and such registration has been declared or ordered effective; or (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (Diii) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, of and ending on the date six one hundred eighty (6180) months immediately days following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be previously filed in the near future, in which case by the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)paragraph, the Company shall file a registration statement covering the Registrable Securities and Other Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of any Holder(s) and/or Other Holder(s). If, however, the Initiating HoldersCompany shall furnish to the Holder(s) and/or Other Holder(s) requesting a registration statement pursuant to this SECTION 5 a certificate signed by the President - 4 - 39 of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be 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 such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder(s) and/or Other Holder(s) requesting such registration; provided, however, that the Company may not utilize this right more than once in any consecutive twelve-month period. In addition to the registration required above, the Company shall, upon written request of any Holder or group of Holders holding a majority of the Registrable Securities, effect one (1) registration per year on Form S-3 (or any successor form), if available. Any such short-form registration may be requested without regard to expected net proceeds and shall not be counted as a Qualified Registration. Such registrations shall be effected in accordance with and subject to the foregoing provisions of this SECTION 5.1.

Request for Registration. In case the Company shall receive ------------------------ from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") qualification or compliance with respect to not less than a number of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the anticipated aggregate offering price, net of other holders who have similar registration rights who have so requested registration) so that the net proceeds underwriting discounts and commissions, of a proposed offering of such shares which would be reasonably estimated to exceed $3,000,0005,000,000, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 30 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to -------- ------- effect any such registration, qualification or compliance pursuant to this Section 11.5: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any of the registration statement pertaining to the initial public offering of securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (EC) After after the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(aSection 1.5(a), and such registrations have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold, except that until Holders who hold Series D Registrable Securities have initiated two such registrations and sold at least 80% of the Registrable Securities requested to be registered by such Holders, then such Holders shall continue to have the right to request registration pursuant to this Section 1.5(a); or (FD) If if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good good- faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 1.5 shall be deferred for a period not to exceed 120 days from 90 days; provided that the date of receipt of the written request from the Initiating HoldersCompany shall not exercise its right under this clause to defer such obligation more than once in any twelve-month period. Subject to the foregoing clauses (A) through (FD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practicable, but in any event no later than 60 days, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If at any time after the Company shall receive from ------------------------ date hereof one or more Holders of 50who in the aggregate hold at least 25% of the issued or issuable Registrable Securities (the "Initiating Holders") submits a written request (a “Demand Notice”) to the Company that the Company effect a registration register Registrable Securities under and in accordance with the Securities Act of 1933(a “Demand Registration”), as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, then the Company will shall: (i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed registration, qualification or compliance registration to all other Holders and Holders; and (ii) as soon as practicable, use its best diligent efforts to effect such registration (including, without limitation, appropriate qualification under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request requests received by the Company within 20 days after receipt of such the date the Company mails the written notice from the Company; provided, however, that the Company shall not be obligated referred to take any action to effect any such registration, qualification or compliance pursuant to this Section 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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of clause (i) December 31above. Notwithstanding the foregoing, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If if the Company shall furnish to such the Holders a certificate signed by the President president of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company Company, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the near futurefiling of such registration statement, in which case the Company's obligation Company shall have the right to use defer such filing or delay its best efforts to register, qualify or comply under this Section 6.1 shall be deferred effectiveness for a reasonable period not to exceed 120 90 days from provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F)foregoing, the Company shall file a not be required to effect any registration statement covering requested within less than 120 days after the filing of another registration filed by the Company in which all of the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersincluded in such registration by participating Holders were so included.

Request for Registration. In case Subject to the conditions of this Section 2(a), if the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (Initiating Holder, at any time after the "Initiating Holders") date hereof, a written request that the Company effect a any registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares (as adjusted for recapitalizations) of the Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders Holders; and (2) subject to the limitations of this Section 2(a), prepare and (ii) file such registration as may be so requested as soon as practicable, use its best efforts to effect and in any event within forty-five (45) days of such registration request (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act), and to use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act and any other governmental requirements or regulations) by the Commission as may be so requested and promptly as practicable after such filing as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 ten (10) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (A) In any particular 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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one three (3) such registration registrations pursuant to this paragraph 1(a), Section 2(a) and such registrations have been declared or ordered effective; or; (FC) If the Company shall furnish Registrable Securities requested by all Holders to be registered pursuant to such Holders request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of more than $10,000,000; (D) If the Initiating Holder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a certificate signed by request made pursuant to Section 2(c) below; (E) If the President Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a “Requested Registration”) should not be made or continued because (a) at the time the Company stating that receives the request, the Company or its subsidiaries is in possession of material non-public information, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Board of Directors determines in good faith judgment of that such disclosure would be materially detrimental to the Company and its stockholders, (b) it could reasonably be expected to interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and such interference would be materially detrimental to the Company, or (c) prior to receiving such request for registration, the Board of Directors of the Company it had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account (so long as at such time the Holders’ Registrable Securities would be seriously detrimental eligible to be included pursuant to Section 2(b) in such offering) and the Company or its shareholders had taken substantial steps (including, but not limited to, selecting and entering into a letter of intent with the managing Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (each, a “Valid Business Reason”), the Company may (x) postpone filing a registration statement relating to a Requested Registration until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days, and (y) in case a registration statement has been filed relating to a Requested Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be filed withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holder shall have the rights set forth in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 2(a) within sixty (60) days of any such event). The Company shall be deferred for give written notice of its determination to postpone or withdraw a period not to exceed 120 days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses registration statement (A) through (F), provided that the Company shall file not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement covering that is subject to such postponement or withdrawal) and of the Registrable Securities so requested to be registered fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, as soon as practicable after receipt of the request occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or requests of withdraw a filing due to a Valid Business Reason under this Agreement more than once in any twelve (12) month period; or (F) With respect to Registrable Securities, if such Registrable Securities are already covered by an effective registration statement under the Initiating HoldersSecurities Act.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under the Securities Act of 1933any registration, as amended (the "Securities Act") with respect to not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000qualification or compliance, the Company will will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) as soon as practicable, promptly use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 12.1: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of date which is six (i6) December 31, 1992, or (ii) six months after following the effective date of the Company's first registered public offering of its stockPublic Event; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E3) After (A) the Company has effected one such registration (or more) registrations pursuant to this paragraph 1(a)Section 2.1(a) which have included the Registrable Securities of each and every Investor who holds or has held at any time at least twenty-five percent (25%) of the aggregate number of Registrable Securities subject to this Agreement as set forth on Annex I hereto, and (B) such registrations have been declared or ordered effectiveeffective and (C) the securities offered pursuant to such registrations have been sold; or (F4) If the Company shall furnish to such Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors the filing of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case future with respect to the proposed registration would have a material adverse effect on the Company's , then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 6.1 2.1 shall be deferred for a period not to exceed 120 sixty (60) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses (A1) through (F4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive ------------------------ from ------------------------ Initiating Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders") a written request that the Company effect a registration under any registration, qualification or compliance with respect to more than forty percent (40%) of the Securities Act outstanding shares of 1933the Registrable Securities, as amended or any lesser number of shares if the anticipated aggregate offering price, before underwriting discounts and commissions, would exceed (the "Securities Act"i) with respect to the first underwritten firm commitment public offering of securities of the Company, Fifteen Million Dollars ($15,000,000) at a price per share of not less than a number of shares $8.00 (as adjusted for to reflect stock dividends, stock splits or other recapitalizations), or (ii) of Registrable Securitieswith respect to any other public offering, sufficient Five Million Dollars (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,0005,000,000), the Company will will: (i) promptly within 20 days of receipt of such request, give written notice of the proposed registration, qualification or compliance to all other Holders and Holders; and (ii) use its best efforts to effect, as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, the filing of post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 151: (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, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31January 22, 1992, 2003 or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counselCompany, reasonably satisfactory to a majority within thirty (30) days of the requesting receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the effect filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), which registration statement is subject to Section 52 hereof, provided that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject Company in good faith uses all reasonable efforts to the volume and manner of sale limitations contained cause such registration statement to become effective in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Acta timely manner; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)) which registration statement is subject to Section 52 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one two (2) such registration registrations pursuant to this paragraph 1(a)Section 51, and such registrations have been declared or ordered effectiveeffective and pursuant to which securities have been sold; or (F) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 51 shall be deferred for a period not to exceed 120 60 days from the date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferred right more than twice per twelve-month period. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement under the Securities Act covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from ------------------------ Holders of 50% of the issued or issuable Registrable Securities (Stockholder, at any time after the "Initiating Holders") Merger, a written request that the Company effect a shelf registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to not less than all or a number part of shares the Registrable Securities (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000“Shelf Registration Statement”), the Company will (i) promptly give written notice of the proposed registrationwill, qualification or compliance to all other Holders and (ii) as soon as practicablepracticable and in any event within thirty (30) days after the date of such written request, file a shelf registration statement on Form S-3 and use its reasonable best efforts to effect cause such registration statement to become effective within ninety (90) days of such written request (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the CompanyAct); provided, however, that, as a condition precedent to the obligations of the Company pursuant to this Section 2, the Holders shall comply with Section 2(e) below; and, provided further, that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 1:2(a): (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, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) Prior After the Company has effected one (1) such registration pursuant to the earlier of (ithis Section 2(a) December 31, 1992, and such registration has been declared or (ii) six months after the effective date of the Company's first registered public offering of its stockordered effective; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) After the Company has effected one such registration pursuant to this paragraph 1(a), and such registrations have been declared or ordered effective; or (F) If the Company shall furnish to such the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, in which case the Company's ’s obligation to use its reasonable best efforts to register, qualify or comply under with this Section 6.1 2 shall be deferred (and the time periods referenced above in this Section 2(a)(i) shall be extended) for a period not to exceed 120 ninety (90) days from the date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (F); provided, however, that the Company shall file a registration statement covering not exercise such right more than once in any twelve-month period; and (D) If the Company is not then eligible to register Registrable Securities so requested to be registered as soon as practicable after receipt of the request on Form S-3 (or requests of the Initiating Holdersany successor thereto).