Common use of Request for Registration Clause in Contracts

Request for Registration. At any time, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:

Request for Registration. At any time, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securitiesa) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), If the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such registration request to all Holders and shall, subject to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within 10 ninety (90) days after of the receipt thereof of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to all other Holders. Within 15 be registered within twenty (20) days after receipt of the mailing of such notice by any Holderthe Company, such Holder may request in writing that its Registrable Securities be included in such registration accordance with Section 3.3. (whether or not such Registrable Securities are of b) If the same series or class as Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demand) their request made pursuant to this Section 3.1, and the Company shall include such information in the Demand Registration written notice referred to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested the Company owned by each Holder. (c) The Company is obligated to be so included. Each such request effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall specify furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demandtherefore essential to defer the filing of such registration statement, the Company will: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. At (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if the Company shall receive at any timetime after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of Purchased Shares representing not less than 25% forty percent (40%) or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities Act. (or b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that information in the written notice referred to in Section 2.1(a). (c) Notwithstanding any lesser amount other provision of this Section 2.1, if the request relates underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to all remaining Registrable Securities) (be underwritten, then the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities (that may be included in the underwriting shall be so limited on a "Demand Registration"); providedpro rata basis, provided that no transferee of reduction shall be made in the Investors or Registrable Securities included in the underwriting until the number of any such transferee securities to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company shall not be permitted required to request effect a registration pursuant to this Section 2(a2.1 under any of the following circumstances: (i) unless after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right to delay a request shall be exercised by the Company not more than once in any Holdertwelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, such Holder may request in writing that its Registrable Securities be included unless the Company is already subject to service in such registration (whether or not such Registrable jurisdiction and except as may be required under the Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Act.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% fifty percent (50%) or more of the aggregate number Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Investors Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to request effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12) month period.

Request for Registration. At (a) If the Company shall receive at any timetime a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests to all Rights Holders and shall, subject to the limitations of subsection 2.1(b), use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the Company. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the Holders right of Purchased Shares representing not less than 25% any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the aggregate Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities (or any lesser amount if which would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Investors or registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such transferee holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be permitted withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously 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 twenty (120) days after receipt of the request a of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2(a2.1: (i) unless after the right Company has effected six (6) registrations pursuant to make this Section 2.1 and such a request was specifically transferred registrations have been declared or ordered effective; (ii) in response to the demand for registration by the Investors (any Initiating Holder or any transfereeof its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such transferee. Any Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such request shall specify registrations have been declared or ordered effective; (iii) during the number 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 ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form F-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:2.3 below.

Request for Registration. At any time(i) Subject to the conditions of this Section 1.2, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of Purchased Shares representing not less than 25at least 35% of the aggregate number Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars (or any lesser amount if $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(i). (ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders. (iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) November 30, 2001 or (ii) six (6) months after the Holders of Purchased Shares representing not less than 25% effective date of the aggregate number first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or any a lesser amount percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,000,000), then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders and shall, subject to the "Demand Party") may make two written requests for limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable the registration under the Act of their all Registrable Securities which the Holders request to be registered within twenty (20) days after the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Investors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (e) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless During the right period starting with the date thirty (30) days prior to make the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; or (ii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.12 below.

Request for Registration. At (a) If the Company shall receive at any timetime after six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $2,000,000 (net of any underwriters’ discounts or commissions), then the Company shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"held by each Holder); provided, however, that no transferee in any event all Registrable Shares must be included in such registration prior to any other shares of the Investors Company. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President 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, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to make Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; (iii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) In any jurisdiction in which the Company would be sold and will also specify required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the intended method of disposition thereof, such method of disposition Company is already qualified to be do business or subject to the approval service of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included process in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:jurisdiction.

Request for Registration. At (a) Subject to the conditions of this Section 1.3, if the Company shall receive at any time, time after the Holders of Purchased Shares representing not less than 25% earlier of the aggregate number date that is (i) three (3) years after the date of Registrable Securities this Agreement or (or any lesser amount if ii) six months following the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee effective date of the Investors or of any such transferee shall be permitted registration statement pertaining to the IPO, a written request a registration pursuant to this Section 2(a1.3 from Holders of at least 35% of the Registrable Securities then outstanding (assuming conversion of all Preferred Stock and exercise of the Common Warrants) unless (the right to make such “Initiating Holders”) that the Company file a request was specifically transferred by registration statement under the Investors (or any transferee) to such transferee. Any such request shall specify Securities Act covering the number registration of Registrable Securities proposed to be sold and will also specify the intended method which would have an aggregate offering price of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not less than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a)$5,000,000, the Company shall within twenty (20) days of the receipt thereof, give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt , and subject to the limitations of such notice by any Holderthis Section 1.3, such Holder may request in writing that use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be included registered in such registration a written request received by the Company within twenty (whether or not such Registrable Securities are 20) days of the same series or class as mailing of the Company’s notice pursuant to this Section 1.3(a). (b) If the Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to Section 1.3(a) and the Company shall include such information in the Demand Registration written notice referred to in Section 1.3(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any such Holder requested other provision of this Section 1.3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so included. Each such request advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall specify be allocated, first, to the Initiating Holders on a pro rata basis based on the total number of Registrable Securities proposed held by the Initiating Holders; and second, to any Holder on a pro rata basis among all such Holders; provided, however, that if as a result of any such cutback fewer than fifty-percent (50%) of the total number of Registrable Securities that have been requested by Holders of Registrable Securities to be sold and included in such registration statement are actually included, than such registration statement shall not be counted as “effected” for purposes of this Section 1.3 (including for purposes of Section 1.3(d)(i)), notwithstanding the intended method of disposition thereof, such method of disposition to be subject to the approval obligation of the Company to proceed with the offering. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.3 a certificate signed by the Chief Executive Officer of the Company (“Chief Executive Officer”) stating that, in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”), it would be materially 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, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and, provided, further, that the Company shall not register any securities for its own account or that of any other stockholders during such ninety (90) day period other than (i) a firm commitment underwritten public offering registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which approval the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (d) In addition, the Company shall not be unreasonably withheld). Upon obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.3: (i) after the Company has effected two (2) registrations pursuant to this Section 1.3 and such registrations have been declared or ordered effective; (ii) during the six-month period following the effective date of the registration statement pertaining to the IPO; or (iii) if, within thirty (30) days of a demandregistration request by the Initiating Holders, the Company will:gives notice to the Holders of its intent to file a registration statement for its IPO within ninety (90) days.

Request for Registration. At (a) Subject to the conditions of this Section 6.2, if the Company shall receive at any time, time a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”), that the Company file a registration statement under the Act covering the registration of Registrable Securities Securities, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 6.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 6.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 6.2 and the Company shall include such information in the written notice referred to in Section 6.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority of the Holders proposing to distribute securities through such underwriting). Notwithstanding any other provision of this Section 6.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a6.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 6.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 6.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 6.2, a 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 effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive, at any time, time after the Holders earlier of Purchased Shares representing not less than 25% (i) three years after the Effective Date or (ii) six (6) months after the effective date of the aggregate number Initial Offering, a written request (a “Registration Request”) from the Required Holders that the Company file a Registration Statement covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt of the Registration Request, give written notice of such request relates to all remaining Registrable Securities) Holders (a “Requested Registration Notice”), and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of after receipt of the Investors or Requested Registration Notice. (b) If the Required Holders intend to distribute the Registrable Securities covered by the Registration Request by means of an underwriting, they shall so advise the Company in the Registration Request and the Company shall include such information in the Requested Registration Notice. In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Required Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Required Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Required Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has filed two (2) Registration Statements pursuant to this Section 1.2, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Required Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a Registration Statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as Required Holders, provided that such right shall be exercised by the Registrable Securities Company not more than once in any twelve (12)-month period and provided further that were the subject of the original demand) and the Company shall include in not register any securities for the Demand Registration the Registrable Securities account of itself or any other stockholder during such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is ninety (90) day period (other than a firm commitment underwritten public offering (registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which approval shall not be unreasonably withheldthe only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time after one year after the date of this Agreement a written request from the Holders of Purchased at least 500,000 Shares representing not less than 25% of the aggregate number of Registrable Securities then outstanding (or any lesser the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount if of the Registrable Securities held by the Initiating Holders, then the Company shall, within 20 days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities (that the Holders request to be registered in a "Demand Registration"); provided, that no transferee written request received by the Company within 20 days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities in response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Participating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Holders which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Registrable Securities to be excluded or withdrawn shall be determined in the following sequence: (i) securities held by any persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 120 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12-month period.

Request for Registration. At (a) If the Company shall receive at any time, the Holders time a written request from a Holder seeking to register Registrable Securities having a value of Purchased Shares representing not less than 25% Ten Million Dollars ($10,000,000) then the Company shall: (i) within ten (10) days of the aggregate receipt thereof, give written notice of such request to all Holders; and (ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 1.2(b) hereof and subject to the terms of subsection 1.14(b) of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5. (b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities (or any lesser amount if of the request relates to Company owned by all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Holders seeking registration; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the Investors or of any such transferee underwriting. (c) Notwithstanding the foregoing, if the Company shall be permitted furnish to request a Holders requesting registration pursuant to this Section 2(a) unless the right to make such 1.2, a request was specifically transferred certificate signed by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval Chief Executive Officer of the Company if 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 other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject therefore essential to defer the other provisions filing of this Section 2(a)such statement, the Company shall give written notice have the right to defer taking action with respect to such filing for a period of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 not more than ninety (90) days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as Initiating Holders; provided, however, that the Registrable Securities that were the subject of the original demandCompany may not utilize this right more than once in any twelve-month period. (d) and In addition, the Company shall include not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected five registrations in the Demand Registration aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effective; or (ii) During the Registrable Securities period starting with the date thirty (30) days prior to the Company's good faith estimate of any such Holder requested to be so included. Each such request shall specify the number date of Registrable Securities proposed to be sold filing of, and ending on a date ninety (90) days after the intended method of disposition thereofeffective date of, such method of disposition to be a registration subject to the approval of Section 1.3 hereof; provided that the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Request for Registration. At any time, (a) If the Company shall receive a written request from the Holders of Purchased Shares representing not less than 25at least a majority of the Registrable Common Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 5% of the Registrable Common Securities then outstanding, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5.0 million, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use commercially reasonable efforts to effect promptly the registration under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 1.2(b), in a written request received by the Company within fifteen (15) days of the making of the notice pursuant to Section 1.2(a)(i). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or any lesser amount withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, if the request relates Company shall furnish to all remaining Registrable Securities) Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s chief executive officer or the chairman of the board of trust managers of the Company (the "Demand Party"“Board”) may make two written requests stating that in the good faith judgment of the Board, as evidenced by a resolution by the Board, it would be seriously detrimental to the Company and its stockholders for such registration under statement to be filed and it is therefore essential to defer the Act filing of their Registrable Securities such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (a "Demand Registration")60) days after receipt of the request of the Initiating Holders; provided, that no transferee the Company may not utilize this right more than once in any twelve month period; provided further, that this right is cumulative to the right under Section 1.4(b)(iii) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period. (d) In addition, the Investors Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected eight (8) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective and have remained effective for a period of any at least 180 days; provided, that if such transferee request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be permitted to request counted against the limitation of requests set forth in this Section 1.2(d)(i); (ii) If the Company has effected a registration pursuant to this Section 2(a1.2 within the preceding three (3) unless months, and such registration has been declared or ordered effective; or (iii) If the right Initiating Holders propose to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (a) If the Company shall receive at any timetime after the date that is 210 days after the effective date of the first registration statement for a public offering of Common Stock (other than a registration statement relating either to the sale of securities to employees, directors or consultants of the Company pursuant to a stock option, stock purchase or similar plan or transaction covered by Rule 145), a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities (or any lesser amount if with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $20,000,000, then the Company shall, within 10 days after receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders and shall, subject to the "Demand Party") may make two written requests for limitations of Section 2.1(b), use its commercially reasonable efforts to effect as soon as practicable the registration under the Securities Act of their all Registrable Securities that the Holders request in accordance with Section 4.5 to be registered within 20 days after the mailing of such notice by the Company, including within 90 days after the receipt of such request file a registration statement covering all such Registrable Securities. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter(s) will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Each Holder participating in such underwriting shall also perform its obligations under such an agreement. Notwithstanding any other provision of this Section 2.1, if the underwriter(s) advise(s) 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 the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Investors Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, become effective or remain effective 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 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any such transferee twelve-month period. (d) In addition, the Company shall not be permitted obligated to request a effect, or to take any action to effect, any registration pursuant to this Section 2(a2.1: (i) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.2 hereof, unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 210 days after the effective date of such registration subject to make Section 2.2 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause any such a request was specifically transferred by registration statement to become effective; or (iii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:2.3 below.

Request for Registration. At (a) Subject to the conditions of this Section 1.2 ‎, if the Company shall receive at any time, time following the Lock-Up (as defined in Section 1.13 ) a written request from the Initiating Holders of Purchased Shares representing not less than 25% of that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if the Company shall receive such a request relates during the Lock-Up and the managing underwriter of the Company’s Initial Offering, in its sole discretion, gives its written consent to the Company’s compliance with such request), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2 , use reasonable best efforts to effect, as soon as practicable, the registration under the Act of their all Preferred Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a) In such event the right of any Holder to include its Preferred Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2 , if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Preferred Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwritten public offering shall be allocated to the Holders of such Preferred Registrable Securities on a pro rata basis based on the number of Preferred Registrable Securities held by all such Holders (including the Initiating Holders). Any Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; b. after the Company has effected two (2) unless registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; c. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000); d. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is the earlier of (A) one hundred and eighty (180) days following the effective date of the Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or e. if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the "Board") stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12) months period.

Request for Registration. At any time(a) Subject to the conditions of this Section 1.2, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable SecuritiesCompany shall receive at any time after the earlier of (i) (one hundred eighty days after the "Demand Party") may make two written requests for registration under the Act closing of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject pursuant to an effective registration statement on Form S-1 under the Securities Act covering the offer and sale of Common Stock to the other provisions public for the account of the Company and (ii) the third anniversary of the date of this Section 2(aAgreement, a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company effect a registration under the Securities Act with respect to at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”), then the Company shall (x) give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 Holders within ten (10) calendar days after receipt of the date such notice by request is given and (y) use its best efforts to effect as soon as practicable (and in any Holder, event within ninety (90) calendar days of the date such Holder may request in writing that its is given) the registration under the Securities Act of all Registrable Securities that the Holders request to be included in such registration registered within twenty (whether or not such Registrable Securities are 20) calendar days of the same series or class as date the Company’s notice referred to in this subsection 1.2(a) is given. (b) If the Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any such Holder requested to be so included. Each such request shall specify other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities proposed that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold and for the intended method Company’s account) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or President stating that in the good faith judgment of disposition thereofthe Company’s Board of Directors, such method of disposition to registration would be subject seriously detrimental to the approval Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such period other than (i) a registration statement relating either to the sale of securities to employees of the Company if it pursuant to a stock option, stock purchase, stock incentive or stock appreciation plan or arrangement, (ii) a transaction pursuant to Rule 145 promulgated under the Securities Act, (iii) a registration in which the only Common Stock being registered is other than Common Stock issuable upon conversion of debt securities that are also being registered, or (iv) a firm commitment underwritten registration in connection the initial public offering of the Company’s securities (which approval provided that, in the case of (iv), the Company has complied with its obligations under Section 1.3). (d) In addition, the Company shall not be unreasonably withheld). Upon a demandobligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company will:has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided, that the Company is actively employing its best efforts to cause such registration statement to be effective; (iii) 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 the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) the 5th anniversary of the Initial Closing (as such term is defined in the Purchase Agreement), or (ii) six months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of Purchased Shares representing not less holding more than 2550% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) 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 as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities (or any lesser amount if that would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Investors Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under SEC Rule 145, a registration on any such transferee form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be permitted obligated to request a effect, or to take any action to effect, any registration pursuant to this Section 2(a1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to make Section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; or (iii) if the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime subsequent to the Effective Date of this Agreement, a written request from the Holders Holder that the Company file a registration statement under the Act covering the registration of Purchased Shares representing not less than 25% all of the aggregate number of Registrable Securities then outstanding, then the Company shall (or i) give written notice of such request to the Holder promptly following receipt of such request and (ii) subject to the limitations of subsection 1.2(b), use its reasonable efforts to effect as soon as practicable (and in any lesser amount if event within one hundred twenty (120) calendar days of the request relates to all remaining Registrable Securitiesreceipt of such request) (the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted Holder in accordance with Section 1.2(c). (b) If the Holder intends to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as distribute the Registrable Securities that were covered by its request by means of an underwriting, it shall so advise the subject Company as a part of the original demandits request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to the Holder requesting registration. The Holder, if proposing to distribute its securities through such underwriting shall (together with the Company as provided in subsection 1.3(e)) enter into an underwriting agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, the Holder shall agree to reduce to the number of shares included in the underwriting. In the event that the number of securities being registered is reduced pursuant to this Section 1.2(b), the Holder of the Registrable Securities which were not included in the registration shall be treated as if there had been no registration effected pursuant to this Section 1.2 and shall be entitled to the benefit of Section 1.2 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.2 had not been requested; provided, that any such registration with respect to the Registrable Securities which were not included shall not be required to become effective within 180 days of the effective date of the first registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2, if the Holder requested proposes to be so included. Each such request shall specify the number dispose of shares of Registrable Securities proposed that may be registered on Form S-3 pursuant to a request made pursuant to Section 1.8. (c) The Holder may not include any of its Registrable Securities in the registration statement pursuant to this Agreement unless it furnishes to the Company in writing, prior to or on the 15th calendar day after receipt of a request therefore, such information as the Company may reasonably request for use in connection with the registration statement and in any application to be sold and filed with or under state securities laws. In connection with all such requests for information from the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demandHolder, the Company will:shall notify the Holder of the requirements set forth in the preceding sentence. The Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by the Holder not materially misleading.

Request for Registration. At (a) If the Company shall receive at any timetime a written request from the Rights Holder of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$5,000,000 then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests to the Rights Holder and shall, subject to the limitations of Section 2.1(b), use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holder requests to be registered within twenty (20) days of the mailing of such notice by the Company; (b) If the Rights Holder initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by his request by means of an underwriting, he shall so advise the Company as a part of his request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the Holders of Purchased Shares representing not less than 25% right of the aggregate Rights Holder to include his Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such 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. The Rights Holder proposing to distribute his securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities (or any lesser amount if which would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of such Registrable Securities that may be included in the underwriting shall be allocated among the participating Rights Holder thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities owned by the participating Rights Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Investors or registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If the Rights Holder disapproves the terms of any underwriting, such transferee holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be permitted withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holder requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously 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 twenty (120) days after receipt of the request a of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2(a2.1: (i) unless after the right Company has effected six (6) registrations pursuant to make this Section 2.1 and such a request was specifically transferred registrations have been declared or ordered effective; (ii) in response to the demand for registration by the Investors (any Initiating Holder or any transfereeof its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such transferee. Any Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such request shall specify registrations have been declared or ordered effective; (iii) during the number 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 ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form F-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:2.3 below.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) three years from the date of this Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee benefit or similar plans or a registration statement relating to a Rule 145 transaction), a written request from the Holders holding at least a majority of the Registrable Securities then outstanding that (a) is given. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of Purchased Shares representing not less than 25% this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the aggregate number of shares to be underwritten, then the Company shall so advise all Holders holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Holders electing to include shares in the underwriting, including the Initiating Holders, in proportion (or any lesser as nearly as practicable) to the amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")requested by each such Holder to be included in such underwriting; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold for the Investors or of any such transferee Company's account) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall be permitted furnish to request the Holders requesting a registration pursuant to this Section 2(a) unless the right to make such 1.2, a request was specifically transferred certificate signed by the Investors (or any transferee) Company's President stating that in the good faith judgment of the Company's Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a)registration, the Company shall give written notice have the right to defer taking action with respect to such filing for a period of such registration request within 10 not more than ninety (90) calendar days after the receipt thereof date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to all other Holders. Within 15 days after receipt the sale of such notice by securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any Holder, such Holder may request in writing form that its Registrable Securities does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective; (whether or not such Registrable Securities are ii) during the period starting with the date sixty (60) calendar days prior to the Company's good faith estimate of the same series or class as date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company's account subject to Section 1.3 below; provided that the Company is actively employing its best efforts to cause such registration statement to be effective; (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that were the subject of the original demandmay be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12; or (iv) and in any particular jurisdiction in which the Company shall include would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be Company is already subject to service in such jurisdiction and except as may be required by the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Act.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) June 22, 2003, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement on Form X-0, X-0 or any successor thereto), a written request from the Holders of Purchased Shares representing not less than 25% at least thirty-three percent (33%) of the aggregate Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities, then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within ten (10) days of the mailing of such notice by the Company in accordance with Section 5.3. (b) 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 as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities (or any lesser amount if which would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Investors 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 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two (2) registrations pursuant to make this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a request was specifically transferred by date one hundred eighty (180) days after the Investors effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (or any transfereeiii) If the anticipated aggregate offering price to such transferee. Any such request shall specify the number public would not be in excess of $5,000,000; or (iv) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time three (3) years after the date of this Agreement a written request from the Holders of Purchased Shares representing not less than 25% a majority or more of the aggregate number of Registrable Securities then outstanding (or any lesser amount if the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, provided that the anticipated aggregate offering price from such offering would exceed $35,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a); provided. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no transferee Registrable Securities shall be excluded unless and until all other securities of the Investors Company have been excluded. Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. (c) In addition, the Company shall not be required to request effect a registration pursuant to this Section 2(a1.2: (i) unless after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 120 days after receipt of the request of the Initiating Holders, provided that such notice right to delay a request shall be exercised by the Company not more than twice in any Holdertwelve (12)-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, such Holder may request in writing that its Registrable Securities be included unless the Company is already subject to service in such registration (whether or not such Registrable Securities are of jurisdiction and except as may be required under the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Act.

Request for Registration. At (a) If the Company shall receive at any timetime after one hundred eighty (180) days after the effective date of the first registration statement for a public offering of securities of the Company (other than Special Registration Statements), a written request from the Holders of Purchased Shares representing not less than 25% at least forty percent (40%) of the aggregate number Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of Registrable Securities Securities, the anticipated aggregate offering price, net of underwriting discounts and commissions, of which would exceed $7,500,000, then the Company shall: (or any lesser amount if i) within ten (10) days after the receipt thereof, give written notice of such request relates to all remaining Registrable SecuritiesHolders; and (ii) effect as soon as practicable, and in any event within sixty (60) days after the "Demand Party") may make two written requests for receipt of such request, the registration under the Act of their all Registrable Securities (a "Demand Registration"); provided, that no transferee of which the Investors or of any such transferee shall be permitted to Holders request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofregistered, such method of disposition to be subject to the approval limitations of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(asubsection 1.2(b), the Company shall give written notice of such registration request within 10 thirty (30) days after the receipt thereof to all other Holders. Within 15 days after receipt mailing of such notice by any Holder, such Holder may the Company in accordance with Section 3.6. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as “Initiating Holders”) intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, such Holder, and the Company) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested to be so included. Each such request shall specify the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities proposed to be sold and included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the intended method of disposition thereofunderwriting. (c) Notwithstanding the foregoing, such method of disposition if the Company shall furnish to be subject Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the approval President or Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than a firm commitment underwritten public offering one hundred twenty (which approval 120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be unreasonably withheld). Upon a demandobligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company will:has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) July 24, 2018, or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25at least 66 and 2/3% of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Section 1.2(b), use all reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested to be included in such applicable registration by each participation Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a "Demand Registration")certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company 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 90 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected three registrations pursuant to make this Section 1.2, provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) If the Company, within 30 days of receipt of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement for an initial public offering within 75 days; provided, that the Company is actively employing in good faith, reasonable best efforts to cause such request shall specify registration to become effective; (iii) Within 180 days immediately following the number effective date of a Qualified IPO; or (iv) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) August 29, 2016, or (ii) six months after the effective date of an IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders within 30 days of any request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under a certificate signed by the Act President of their Registrable Securities (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, the Company shall have the right to defer such filing for a "Demand Registration")period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two registrations pursuant to make this Section 1.2 provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such request shall specify offering is not the number initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify a request made pursuant to Section 1.4 below; or (iv) If, within 30 days of the intended method of disposition thereofrequest for registration, such method of disposition to be subject the Company delivers notice to the approval Initiating Holders of the Company if it is other than Company’s intent to file a registration statement for a firm commitment underwritten initial public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:90 days.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime beginning six (6) months after the effective date of the first underwritten public offering by the Company pursuant to a registration statement filed with the SEC under the Act, a written request from the Holders (for purposes of this Section 1.2, the Holders of Purchased Shares representing not less than 25% of “Initiating Holders”) that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least five million dollars (or any lesser amount if $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated (i) first, to Requesting Holders of Registrable Securities who hold (or held) Series C Preferred Stock or the Notes, as the case may be, and which made the request for registration under this Section 1.2, pro rata according to the number of shares of Series C Preferred Stock or Common Stock issued or issuable upon conversion of the Notes held by each such Holder; (ii) second, to Holders of Registrable Securities who hold (or held) shares of the series of Series C Preferred Stock or Common Stock issued or issuable upon conversion of the Notes which did not make the request for registration under this Section 1.2, pro rata according to the number of shares of such equity securities held by such Holder; (iii) third, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders; and (iv) fourth, to the Company. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected pursuant to this Section 1.2 (A) two (2) registrations requested by the Holders of the Series C Preferred Stock or the Common Stock issued upon the conversion thereof, and (B) two (2) registrations requested by GE Capital Equity Investments, Inc. (“GE”), and such registrations have been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company furnishes to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) January 1, 2008, or (ii) 180 days after the effective date of registration statement pertaining to an IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $25,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 2.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Holders of Registrable SecuritiesSecurities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if 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 (the "Demand Party"“Board of Directors”) may make two written requests it would be seriously detrimental to the Company and its stockholders for such registration under statement to be filed, the Act Company shall have the right to defer such filing for a period of their Registrable Securities (a "Demand Registration")not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 2.4(b)(iii) more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in an IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a2.2: (i) unless After the right Company has effected two (2) registrations pursuant to make this Section 2.2 and such a request was specifically transferred by registrations have been declared or ordered effective, provided, however, that such registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 2.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.3 hereof, unless such request shall specify offering is not the number initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:2.4 below.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) May 10, 2018, or (ii) six months after the effective date of the Company’ initial public offering, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a Form S-1 registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within 10 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), as soon as reasonably practicable (and in any event within 60 days of the date of the Initiating Holders’ request) file a Form S-1 registration statement under the Securities Act covering all Registrable Securities which the Initiating Holders request to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates managing underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder provided, however, that no Registrable Securities held by the Holders shall be excluded from such underwriting unless all other securities are first entirely excluded from such underwriting. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a "Demand Registration")registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 90 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Investors Securities Act). (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to make Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; (iii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) In any jurisdiction in which the Company would be sold and will also specify required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the intended method of disposition thereof, such method of disposition Company is already qualified to be do business or subject to service of process in such jurisdiction. A registration statement shall not be counted as a registration under this Section 1.2(i) if the approval Company includes any shares in such registration (in which case it shall be treated as a registration pursuant to Section 1.3 below); and (ii) until such time as the registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration, other than as a result of information concerning the business or financial condition of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject was made known to the other provisions of this Section 2(a), Initiating Holders after the Company shall give written notice of date on which such registration request within 10 days after was requested, and elect not to pay the receipt thereof registration expenses therefor pursuant to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities Section 1.7) and the Holders requesting to be included in such registration (whether or not such Registrable Securities statement are able to sell at least 50% of the same series total number or class as the Registrable Registered Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each included in such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:registration statement.

Request for Registration. At (a) If the Company shall receive a written Investor Request from Charter at any time, or an Investor Request from Blue Truck at any time following the initial Public Offering following the date hereof, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(c) below, file (as expeditiously as practicable, and in any event within sixty (60) days after the receipt of such request) and use its best efforts to have declared effective a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered by the giving of notice to the Company within thirty (30) days after the mailing of the Company's notice referred to above, each such notice to be given in accordance with Section 18 below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a); PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, in no event shall the Company be required to effect more than two underwritten offerings in any 12 month period. In the event of an underwritten offering, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders; PROVIDED, HOWEVER, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders of Purchased Shares representing Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities (on an as-converted basis) requested to be included in the registration. (c) The Company shall be obligated to effect no more than two (2) registrations pursuant to an Investor Request under this Section 2 by Charter, and no more than one (1) registration pursuant to an Investor Request under this Section 2 by Blue Truck, subject to Section 2(a); PROVIDED, HOWEVER, that the Company shall not less be obligated to effect more than 25% one (1) registration pursuant to this Section 2 in any six (6) month period. A registration which does not become and remain effective throughout the proposed plan of distribution or six (6) months, whichever is shorter, will not be considered a registration required to be effected by the Company according to this Section 2(c). The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of a majority of the aggregate Initiating Holders of the Registrable Securities to be registered (in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration by the Initiating Holders); PROVIDED, HOWEVER, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 2. (or any lesser amount d) Notwithstanding the foregoing, if 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 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 up to sixty (60) days after receipt of the request relates to all remaining Registrable Securities) (of the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Initiating Holders; providedPROVIDED, HOWEVER, that no transferee the Company may not utilize this right for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period; PROVIDED, FURTHER, that if at the Investors or time of any such transferee shall be permitted to request Investor Request for a registration pursuant to this Section 2(a2, the Company has fixed plans (following a resolution of the Board of Directors of the Company so authorizing) to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until ninety (90) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to make participate in such public offering pursuant to, and subject to, Section 3. (e) Upon the request of a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval majority of the Company if it is other than Initiating Holders for the termination of a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a)registration, the Company shall give written notice terminate such registration and such registration shall not be considered a registration required to be effected by the Company under Section 2(c); provided, that the Initiating Holders pay the expenses of such registration request within 10 days after in accordance with Section 2(c) unless excused from doing so under the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request proviso set forth in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldSection 2(c). Upon a demand, the Company will:.

Request for Registration. At (a) If the Company shall receive at any timetime after December 31, 1996 a written request from the Investor that the Company file a registration statement under the Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities then held by the Investor, the Holders of Purchased Shares representing not less than 25% Company shall: (1) within ten (10) days of the aggregate number receipt thereof, give written notice, in accordance with Section 3.5 hereof, of Registrable Securities (or any lesser amount if the such request relates to all remaining Registrable Securitiessuch other Holders; and (2) file as soon as practicable, and in any event within sixty (60) days of the "Demand Party") may make two written requests for receipt of such request, and use all reasonable efforts to cause to become effective as soon as practicable, the registration under the Act of their all Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any which such transferee shall be permitted to Holders request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofregistered, such method of disposition to be subject to the approval limitations of Subsection 1.2(b). (b) If the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to Holders initiating the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof hereunder ("Initiating Holders") intend to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to Subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in Subsection 1.2(a). The underwriter will be selected by the Company and shall be acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any such Holder requested other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be so included. Each underwritten, then the Company shall exclude from such request shall specify underwriting (x) first, the maximum number of securities, if any, other than Registrable Securities, as is necessary to reduce the size of the offering and (y) then the minimum number of Registrable Securities, pro rata to the extent practicable, on the basis of the number of Registrable Securities proposed requested to be sold and registered among the intended method participating holders of disposition thereofRegistrable Securities, such method of disposition to be subject to as is necessary in the approval opinion of the managing underwriter(s) to reduce the size of the offering. (c) In addition, the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demandobligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company will:has effected two (2) registrations pursuant to this Section 1.2, excluding any registrations effected on Form S-3, and such registrations have been declared or ordered effective; provided, that the Company shall not be obligated to effect more than one registration pursuant to this Section 1.2 in any twelve (12) month period; (ii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below; or (iii) If the Company delivers to the Initiating Holders an opinion, in form and substance acceptable to such Initiating Holders, of counsel satisfactory to the Initiating Holders that the Registrable Securities requested to be registered by the Initiating Holders may be sold or transferred pursuant to Rule 144(k) of the Act.

Request for Registration. At (a) If the Company shall receive at any time, time after six (6) months after the effective date of the Company’s initial public offering covering the offer and sale of Common Stock of the Company (the “IPO”) a written request from the Holders of Purchased Shares representing not less than 25% at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of subsections 1.2(b)-(d), as soon as practicable, use its reasonable best efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 15 business days of the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting; provided, however, that such agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 1.10(b) hereof. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the maximum number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or any lesser amount withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request relates to all remaining Registrable Securities) (of the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Initiating Holders; provided, however, that no transferee the Company may not utilize this right more than once in any twelve-month period; provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Investors Securities Act). (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two registrations pursuant to make this Section 1.2 and such a request was specifically transferred by registrations have been declared or ordered effective; (ii) During the Investors (or any transferee) to such transferee. Any such request shall specify period starting with the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject date 90 days prior to the approval Company’s good faith estimate of the Company if it is other than date of filing of, and ending on a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 date 90 days after the receipt thereof effective date of; a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in commercially reasonable efforts to cause such registration (whether or statement to become effective; and provided, further that the Company may only delay an offering pursuant to this Section 1.2(d) for a period of not more than 90 days if a filing of a registration statement in connection with such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) registration is not made during such period and the Company shall include may only exercise this right once in any twelve-month period; or (iii) In any jurisdiction in which the Demand Registration Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Registrable Securities of any such Holder requested Company is already qualified to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be do business or subject to the approval service of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:process in such jurisdiction.

Request for Registration. At (a) If the Company shall receive at any timetime after six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $2,000,000 (net of any underwriters' discounts or commissions), then the Company shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"held by each Holder); provided, however, that no transferee in any event all Registrable Shares must be included in such registration prior to any other shares of the Investors Company. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President 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, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to make Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; (iii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) In any jurisdiction in which the Company would be sold and will also specify required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the intended method of disposition thereof, such method of disposition Company is already qualified to be do business or subject to the approval service of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included process in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:jurisdiction.

Request for Registration. At (a) If the Company shall receive at any timetime after the second anniversary of the date of this Agreement and during the Term of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Purchasers or their Transferees that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Purchasers or their Transferees and shall, subject to the limitations of subsection 5.1(b), use its best efforts to effect as soon as practicable, the Holders registration under the Securities Act of Purchased Shares representing not less than 25% all Registrable Securities which the Purchasers or their Transferees request to be registered within thirty (30) days of the aggregate mailing of such notice by the Company. (b) If the Purchasers or their Transferees initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 5.1 and the Company shall include such information in the written notice referred to in subsection 5.1(a). In such event, the right of any Purchaser or Transferee to include Registrable Securities in such registration shall be conditioned upon such Purchaser's or Transferee's participation in such underwriting and the inclusion of such Purchaser's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Purchaser or Transferee) to the extent provided herein. All Initiating Holders, Purchasers and Transferees proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 5.1(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 5.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Purchasers or Transferees holding Registrable Securities which would otherwise be underwritten pursuant thereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in proportion (or any lesser as nearly as practicable) to the amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")of the Company held by each Purchaser or Transferee; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 5.1 a certificate signed by the President of the Investors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a5.1: (i) unless after the right Company has effected in the aggregate two (2) registrations pursuant to make this Section 5.1 and Section 5.3 and such registrations have been declared or ordered effective; (ii) 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 request was specifically transferred by date one hundred eighty (180) days after the Investors effective date of, a registration subject to Section 5.2 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (or any transfereeiii) If the Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:5.3 below.

Request for Registration. At (a) If the Company shall receive at any timetime after April 1, 2001, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number of Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least forty percent (40%) of the Registrable Securities then outstanding (or any a lesser amount percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $3,000,000), then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request relates to all remaining Registrable SecuritiesHolders; and (ii) (effect as soon as practicable, and in any event within 60 days of the "Demand Party") may make two written requests for receipt of such request, the registration under the Act of their all Registrable Securities which twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt mailing of such notice by any Holder, such Holder may the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as "Initiating Holders") intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwriter, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested to be so included. Each such request shall specify the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities proposed to be sold and included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the intended method of disposition thereofunderwriting. (c) Notwithstanding the foregoing, such method of disposition if the Company shall furnish to be subject Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the approval Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than a firm commitment underwritten public offering 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (which approval d) In addition, the Company shall not be unreasonably withheld). Upon a demandobligated to effect, or take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company will:has effected two registrations pursuant to this section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty 30 days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eight (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. At (a) If SM&A shall receive at any timetime after February 1, 1999, a written request from the Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding that SM&A file a registration statement on Form S-3 under the Act covering the registration of at least thirty-five percent (35%) of the Registrable Securities then outstanding (or a lesser percent if the aggregate offering price would exceed $2,000,000), then SM&A shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 2(b), use its best efforts to effect, at the earliest possible date, but in any event within forty-five (45) days of the date of the original written request from the Holders, file the registration on registration statement under the Act on Form S-3 covering all Registrable Securities which the Holders thereof request to be registered within twenty (20) days of the mailing of such notice by SM&A in accordance with Section 18 below. (b) If the Holders initiating the registration request under this Section 2 ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise SM&A as a part of their request made pursuant to this Section 2 and SM&A shall include such information in the written notice referred to in Section 2(a). The underwriter with respect to such Form S-3 registration only will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to SM&A. In such event, the right of any Holder to include his Registrable Securities in such registration on Form S-3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with SM&A as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above it being understood that each Holder shall be required to make only those representations (if any) as would be customary for a holder of a similar percentage of similar securities. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated equally among all Holders thereof, including the Initiating Holders, on a percentage basis (as nearly as practicable) equal to the percentage of SM&A Stock requesting registration and permitted by such underwriters to be sold by SM&A shareholders existing immediately prior to the Merger. To the extent Registrable Securities requested to be registered are excluded from the offering pursuant to the immediately preceding sentence, the Holders of Purchased Shares representing not less than 25% of the aggregate number of such Registrable Securities (or any lesser amount if shall have the request relates right to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a one additional demand registration pursuant to this Section 2(a2. SM&A may include in the registration under this Section 2 any other shares of SM&A Stock (including issued and outstanding shares of SM&A Stock as to which the holders thereof have contracted with SM&A for "piggyback" registration rights) unless so long as the right to make inclusion in such a request was specifically transferred by registration of such shares (i) will not, in the Investors (or any transferee) to such transferee. Any such request shall specify opinion of the number of Registrable Securities proposed to be sold and will also specify managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition thereof, such method of disposition all the shares of Registrable Securities sought to be subject registered by the Holder or Holders of Registrable Securities pursuant to this Section 2 and (ii) will not result in the exclusion from such registration of any Registrable Securities. If it is determined as provided above that there will be such interference, the other shares of SM&A Stock sought to be included shall be excluded to the approval extent deemed appropriate by the managing underwriter. (c) SM&A is obligated to effect only two (2) such registrations pursuant to this Section 2 except as provided in Section 2(b). (d) Notwithstanding the foregoing, if SM&A shall furnish to Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the President of SM&A stating that in the good faith judgment of the Company if Board of Directors of SM&A, it would be seriously detrimental to SM&A and its stockholders for such registration statement to be filed and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject therefore essential to defer the other provisions of this Section 2(a), the Company shall give written notice filing of such registration request within 10 days after statement, SM&A shall have the receipt thereof right to all other Holders. Within 15 defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as Initiating Holders; provided, however, that SM&A may not utilize this right more than once in any twelve (12) month period. (e) SM&A shall not be required to prepare and file a registration statement pursuant to this Section 2 which would become effective within one hundred eighty (180) days following the Registrable Securities that were effective date of a registration statement filed by SM&A with the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested SEC pertaining to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment an underwritten public offering (which approval of securities for cash for the account of SM&A if the Initiating Holders' request for registration is received by SM&A subsequent to such time as SM&A in good faith gives written notice to the holders of Registrable Stock that SM&A is commencing to prepare a registration statement and SM&A is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. A registration requested pursuant to this Section 2 shall not be unreasonably withheld). Upon deemed to have been effected until such time as a demand, registration statement with respect thereto has become effective in compliance with the Company will:provisions of the Act.

Request for Registration. At any time, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securitiesa) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), If the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such registration request to all Holders and shall, subject to the limitations of Section 2(b) below, use its best efforts to effect as soon as practicable, and in any event within 10 sixty (60) days after of the receipt thereof of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to all other Holders. Within 15 be registered within twenty (20) days after receipt of the mailing of such notice by any Holder, such Holder may request the Company in writing that its Registrable Securities be included in such registration accordance with Section 19 below. (whether or not such Registrable Securities are of the same series or class as b) If Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demand) their request made pursuant to this Section 2 and the Company shall include such information in the Demand Registration written notice referred to in Section 2(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. A majority in interest of the Initiating Holders shall, after consultation with the Board of Directors of the Company, select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably satisfactory to the Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders; provided, however, that no such Holder shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder. (c) The Company shall be obligated to effect only three (3) registrations pursuant to this Section 2 (except as otherwise provided in Section 6 hereof, registrations which are not consummated shall not be counted for this purpose); provided, however, that the Company shall be obligated to effect as many registrations as may be requested by Holders in the event and so long as a registration pursuant to Form S-3 or any such Holder requested similar "short-form" registration statement is available. Any Qualifying Request made after three (3) registrations have been consummated pursuant to be so included. Each such request this Section 2 shall specify the number of cover Registrable Securities which, together with other securities of the Company entitled to inclusion in such registration, are proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject at an aggregate price to the approval public of not less than one million dollars ($1,000,000). The Company shall not be obligated to effect more than two (2) registrations pursuant to this Section 2 in any twelve (12) month period. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the President of the Company if 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 by reason of a material pending transaction and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demandtherefore essential to defer the filing of such registration statement, the Company will: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 (12) month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime six months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number of Registrable Securities then outstanding (or any lesser amount if for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and expenses, of at least $10,000,000, then the Company shall, within 20 days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities (that the Holders request to be registered in a "Demand Registration"); provided, that no transferee written request received by the Company within 20 days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of and ending on a date 180 days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 120 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holder12-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (vi) 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); or (vii) if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (vi) above to firmly underwrite the offer. (d) A registration pursuant to this Section 1.2 shall be deemed to have been made only if (whether or not such i) all Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such registered are registered and (ii) it is closed or withdrawn at the request shall specify of the number Initiating Holders for any reason other than as a result of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject a material adverse change to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Company.

Request for Registration. At (a) If the Company shall receive at any timetime after the date of this Agreement, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number of Registrable Securities (or any lesser amount if then outstanding that the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for Company file a registration statement under the Act covering the registration of their at least ten percent (10%) of the Registrable Securities then outstanding, then the Company shall: (a "Demand Registration"); provided, that no transferee i) within ten (10) days of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition receipt thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request to all Holders; and (ii) as soon as practicable, and in any event within 10 45 days after of the receipt thereof of such request, file a registration statement under the Act covering all Registrable Securities which the Holders request to all other Holders. Within 15 be registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after receipt of the mailing of such notice by any Holder, such Holder may the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as "Initiating Holders") intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested to be so included. Each such request shall specify the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities proposed to be sold and included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the intended method of disposition thereofunderwriting. (c) Notwithstanding the foregoing, such method of disposition if the Company shall furnish to be subject Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the approval Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than a firm commitment underwritten public offering 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. (which approval d) The Company shall be obligated to effect only two such registrations pursuant to this Section 1.2. Registrations effected on Form S-3 pursuant to Section 1.12, however, shall not be unreasonably withheld). Upon a demand, the Company will:counted as demands pursuant to this Section 2.

Request for Registration. At 2.1 Subject to the conditions of this Section 2, if the Company shall receive at any timetime after the first anniversary, the Holders a written request from any Holder of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities provided that the anticipated aggregate offering price would exceed $20,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1. 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in this Section 2.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company); provided. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no transferee Registrable Securities shall be excluded unless and until all other securities of the Investors Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. 2.3 In addition, the Company shall not be required to request effect a registration pursuant to this Section 2(a2: sa-60810 (a) unless after the Company has effected two (2) registration pursuant to this Section 2, and such registrations have been declared or ordered effective; (b) during the period starting with the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (c) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 4; (d) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 90 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as Initiating Holders, provided that such right to delay a request shall be exercised by the Registrable Securities Company not more than once in any twelve (12)-month period and provided further, that were the subject of the original demand) and the Company shall include not register any other of its shares during such twelve (12)-month period; or (e) in any particular jurisdiction in which the Demand Registration Company would be required to execute a general consent to service of process in effecting such registration, unless the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be Company is already subject to service in such jurisdiction and except as may be required under the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Act.

Request for Registration. At Holder agrees to execute on an expedited basis any timelockup agreements reasonably requested by the managing underwriter for the Initial Public Offering; provided, however, that the Holders of Purchased Shares representing lockup period shall not less than 25% exceed 180 days after the consummation of the aggregate number Initial Public Offering. Without limiting the generality of Registrable the foregoing, Holder agrees, for the benefit of the Company and the underwriters for the Initial Public Offering, that no Holder or any affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any shares of Restricted Stock (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be referred to herein as the "Lockup Expiration Date"). As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued to Holder pursuant to the Contribution and Exchange Agreement and owned by any Holder after the Initial Public Offering, together with any securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, or otherwise. As to any particular shares of Restricted Stock, such securities shall cease to be Restricted Stock when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities may be distributed to the public pursuant to Rule 144 (or any lesser amount if successor provision) under the request relates Securities Act (even though not actually sold pursuant thereto), (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the Company and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (d) such securities shall have ceased to all remaining Registrable Securitiesbe outstanding, or (e) the Holder or Holders thereof shall agree in writing to terminate this Agreement (each Holder and any permitted assignee of such Holder's rights and duties hereunder are referred to herein as the "Demand PartyHolders" or individually as a ") Holder"). Subject to the conditions and limitations set forth in Section 4 of this Agreement, at any time after the Lockup Expiration Date, one or more Holders may make two a written requests request for registration under the Securities Act of all or part of its or their Registrable Securities Restricted Stock pursuant to this Section 1 (a "Demand Registration"); provided, provided that no transferee the Minimum Number (as hereinafter defined) of shares of Restricted Stock shall be registered in such offering. The term "Minimum Number" shall mean the lesser of (i) 50% of the Investors or initial number of any such transferee shall be permitted to request a registration shares of Restricted Stock issued pursuant to this Section 2(athe Contribution and Exchange Agreement (as adjusted for any stock splits, stock combinations, stock dividends or recapitalizations that are effected after the Initial Public Offering) unless or (ii) 100% of the right to make number of shares of Restricted Stock then beneficially owned by all of the Holders in the aggregate. The Holder making such a request was specifically transferred by for a Demand Registration is sometimes herein referred to as the Investors (or any transferee) to such transferee. Any such "Designating Holder." Such request shall will specify the aggregate number of Registrable Securities shares of Restricted Stock proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:of

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) December 9, 2014, or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25at least 30% of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder, along with the Initiating Holders, have requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a "Demand Registration")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 materially 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 120 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two registrations pursuant to make this Section 1.2 provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such request shall specify offering is not the number initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (i) Subject to the conditions of this Section 1.2, if at any timetime after the closing of an Initial Offering, the Company shall receive a written request from the Holders of Purchased Shares representing not less than 25% or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Securities, then the Company shall, within ten (or any lesser amount if 10) days of the receipt thereof, deliver written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or providing of the Company’s notice pursuant to this Section 1.2(i). (ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. (iii) If the managing underwriter(s) advise(s) the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and there shall be excluded from registration to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities, on a pro rata basis based on the number of Registrable Securities held by the Holders including Registrable Securities in the registration (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 1.2 unless permitted to request do so by the written consent of Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders, as to which registration has been requested. Except as stated in Section 1.2(iv)(b) below, the Company may not cause any other registration of securities for sale for its own account (other than an Excluded Registration) to be initiated after a registration requested pursuant to this Section 1.2 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to this Section 1.2. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (a) unless after the right Company has effected two (2) registrations pursuant to make this Section 1.2, and such registrations have been declared or ordered effective as promptly as practicable; or (b) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and, subject to Section 1.7, ending on a request was specifically transferred by date ninety (90) days following the Investors (effective date of, a Company-initiated registration pursuant to this Section 1.2 or any transferee) an Underwritten Shelf Takedown offering pursuant to Section 1.5 below, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such transferee. Any registration statement to become effective or such request shall specify the number of Registrable Securities proposed Underwritten Shelf Takedown to be sold and will also specify completed as promptly as practicable; or (c) if the intended method of disposition thereof, such method of disposition to be subject anticipated aggregate proceeds to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included Holders in such registration will be less than US$5,000,000 (whether net of underwriting discounts and commissions); or (d) if the Company is eligible to use Form S-3 or Form F-3; or (e) in the event of a Suspension pursuant to Section 1.6. (v) The Company shall not such Registrable Securities are effect a registration pursuant to this Section 1.2 if any Holder is subject to a contractual restriction imposed by an underwriter of the same series Initial Offering or class as the Registrable Securities that were the subject any subsequent offering of the original demandCompany’s Ordinary Shares which contractual restriction, if such Holder was to participate in such registration or related offering (i) and the Company shall include would prevent such Holder from participating in the Demand Registration registration or related offering, and (ii) has not been waived in connection with such participation in the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject registration or subsequent offering to the approval of the Company if same extent as it is has been waived for any other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Holder.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall at any timetime after the earlier of (i) the three (3) year anniversary of this Agreement, or (ii) the sixth (6th) month anniversary of the effective date of the Initial Offering, receive a written request from the Holders of Purchased Shares representing not less than 25% at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities Act covering the offer and sale of Registrable Securities, then the Company shall, promptly but not later than twenty (20) days after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (and the Company, if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (or any lesser amount if including the request relates to all remaining Registrable Securities) (Initiating Holders), provided, however, that the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities (a "Demand Registration")to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration; provided, that no transferee of the Investors Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. (c) The Company shall not be required to request effect a registration pursuant to this Section 2(a1.2: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be Company is already subject to service in such jurisdiction, and except as may be required under the approval Securities Act; or (2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering; (3) after the Company if it is other than a firm commitment underwritten public offering has effected two (which approval shall not be unreasonably withheld). Subject 2) registrations pursuant to the other provisions of this Section 2(a1.2, and such registration has been declared or ordered effective; or (4) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company shall give written gives notice to the Holders of the Company’s good faith intention to file a registration statement for the Company’s Initial Offering within ninety (90) days, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request within 10 days after made pursuant to Section 1.4 hereof; or (6) if the receipt thereof Company shall furnish to all other Holders. Within 15 Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such notice right to delay a request shall be exercised by the Company not more than once in any Holdertwelve-month (12) period, and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such Holder may request one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in writing a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. (a) At any time, and from ------------------------ time to time, on and after the Closing Date, the Holders of Purchased Shares representing not less than at least 25% of the aggregate number of then Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand PartyInitiating Holders") may make two request in a written requests for ------------------ notice that the Corporation file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of their any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 4 the Corporation shall (a "Demand Registration")x) within ten days notify all other Holders of such request in writing and (y) thereupon will, as expeditiously as possible, use its best efforts to cause to be registered under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Corporation has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders; provided, that no transferee however, that, notwithstanding anything to the -------- ------- contrary contained herein, the Corporation shall not be required to have any such registration statement be declared effective by the SEC prior to the six month anniversary of the Investors or Closing Date. (b) If the Initiating Holders intend to have the Registrable Securities distributed by means of an underwritten offering, the Corporation shall include such information in the written notice referred to in clause (x) of Section 4(a) above. In such event, the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided below. All Holders proposing to distribute Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a registration pursuant to this Section 2(a) unless majority in interest of the right to make such a request was specifically transferred Initiating Holders and shall be approved by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofCorporation, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject No Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other provisions of this Section 2(a)than representations, warranties or agreements regarding such Holder, the Company shall give written notice Registrable Securities of such registration request within 10 days after Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the receipt thereof to all other Holdersunderwriter. Within 15 days after receipt If any Holder of such notice by any HolderRegistrable Securities disapproves of the terms of the underwriting, such Holder may request in writing that elect to withdraw all its Registrable Securities by written notice to the Corporation, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any provision of this Agreement to the contrary, the Corporation shall not be required to effect a registration pursuant to this Section 4 during the period starting with the date of filing by the Corporation of, and ending on a date 180 days following the effective date of, (i) any registration statement requested under Section 4(a) or Section 6 or (ii) a registration statement pertaining to a public offering of securities for the account of the Corporation or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 5; provided that (x) the Corporation -------- shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. In addition, if the Corporation is not a registrant entitled to use Form S-3 or any successor thereto in connection with a requested registration, the Corporation shall not be required to effect a registration pursuant to this Section 4 unless the Holders requesting registration are requesting registration of at least the lesser of 5% of the outstanding Common Stock of the Corporation or their entire holding of Common Stock. (d) A registration requested pursuant to this Section 4 shall not be deemed to have been effected pursuant this Section 4 for purposes of Section 9 unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities). (e) Subject to the following sentence, if a requested registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Corporation in writing that, in its opinion, the number of securities requested to be included in such registration (whether or not such Registrable Securities are including securities of the same series or class as Corporation which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, the Corporation will include in such registration only the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so includedincluded in such registration. Each such request shall specify In the event that the number of Registrable Securities proposed requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the Corporation may include in such registration the securities the Corporation proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Corporation will not include in any requested registration pursuant to this Section 4 any securities which are not Registrable Securities (other than securities of the Corporation) without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. (f) If the Board of Directors of the Corporation, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation (collectively, a "Valid Business Reason"), the --------------------- Corporation may postpone filing a registration statement relating to a request for registration under this Section 4 until such Valid Business Reason no longer exists, but in no event for more than three months from the date of the notice referred to below, and, in case any such registration statement has been filed the Corporation may, with respect to a registration effected pursuant to this Section 4, cause such registration statement to be withdrawn and its effectiveness terminated or may, with respect to a registration effected pursuant to this Section 4 or Section 6, postpone amending or supplementing such registration statement; and the intended method Corporation shall give written notice (a "Delay ----- Notice") of disposition its determination to postpone or withdraw a registration statement ------ and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof, such method . Upon the request of disposition any holder of Registrable Securities included or to be subject included in any such registration statement, the Corporation will disclose to such holder the nature of such Valid Business Reason in reasonable detail; provided, that such holder executes a confidentiality agreement reasonably -------- satisfactory to the approval Corporation; provided, further, that any such -------- ------- confidentiality agreement shall terminate upon the public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this subparagraph (f), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the Company four registration statements effected pursuant to this Section 4 or Section 6 for purposes of Section 9 and the Corporation shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if it is other than such Delay Notice relates to a firm commitment underwritten public offering request under Section 4(a) (which approval shall not be unreasonably withheld). Upon or 180 consecutive days, if such Delay Notice relates to a demand, the Company will:request under Section 6) or (ii) with respect to any two consecutive registrations requested pursuant to this Section 4 or Section 6.

Request for Registration. At (a) If the Company shall receive at any time, time a written request from the Holders of Purchased Shares representing not less greater than 25% forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act that would have an aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), cause a registration statement covering the requested Registrable Securities to be filed within sixty (60) days of receipt of such request and thereafter use its best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 4.4. (b) 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 as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities (or any lesser amount if which would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Investors 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 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two (2) registrations pursuant to make this Section 1.2 and such registrations have been declared or ordered effective and, subject to Section 1.5(a), all shares registered thereunder have been sold; (ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a request was specifically transferred by date one hundred eighty (180) days after the Investors effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (or any transfereeiii) If the Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% fifty percent (50%) or more of the aggregate number Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $7,500,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated only to the Holders of such Registrable Securities, on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:one hundred

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after six (6) months after the effective date of the Initial Offering, the a written request from a Tiger Holder or Tiger Holders or a UCI Holder or UCI Holders of Purchased Shares representing not less than 25% twenty percent (20%) or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate proceeds of at least US$5,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) unless in the case of a registration requested by a Tiger Holder, after the Company has effected two (2) registrations pursuant to this Section 1.2 at the request of Tiger Holders, and such registrations have been declared or ordered effective (and have not been subject to a “stop order” or otherwise withdrawn); or (ii) in the case of a registration requested by a UCI Holder, after the Company has effected one (1) registration pursuant to this Section 1.2 at the request of UCI Holders, and such registration has been declared or ordered effective (and has not been subject to a “stop order” or otherwise withdrawn); or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form F-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board 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 effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after one hundred eighty (180) days after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% the Registrable Securities then outstanding (for purposes of this Section 1.2, the aggregate number “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) If at any time, the Company shall receive a written request from the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand PartyINITIATING HOLDERS") may make two written requests for registration under of at least a majority of the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred then held by the Investors (or any transferee) to such transferee. Any such request shall specify that the number Company file a registration statement under the Securities Act covering the registration of Registrable Securities proposed to be sold and will also specify Securities, then the intended method Company shall, within ten (10) days of disposition the receipt thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request to all remaining Holders. Each of the remaining Holders may request, by written notice delivered to the Company within 10 twenty (20) days after the receipt thereof to date of delivery of the Company's notice, that all other Holders. Within 15 days after receipt or any portion of such notice by any Holder, such Holder may request in writing that its their Registrable Securities be included in such the registration. Following the receipt of a request by the Initiating Holders, the Company shall use all commercially reasonable efforts to file, as soon as practicable and in any event within forty-five (45) days of the receipt of the request from the Initiating Holders, the registration (whether or not such under the Securities Act of all Registrable Securities are of which the same series or class Holders thereof have requested to be registered under this paragraph (a), and to use all commercially reasonable efforts to cause the registration statement to become effective as soon as practicable thereafter. (b) If the Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to paragraph (a) and the Company shall include such information in the Demand Registration written notice to the remaining Holders referred to in paragraph (a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and execution of an underwriting agreement approved by the Initiating Holders and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company (including to any material proposed or planned transaction involving 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 one hundred twenty (120) days after receipt of the request of the Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve month period and the Company shall use its commercially reasonable efforts to effect the filing following the expiration of the deferral period. Once a registration statement is effective for at least thirty (30) days, the Company may suspend use of the registration statement if it furnishes to the Holders covered by the registration statement a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, disclosure of material information to the public necessary to allow sales under the registration statement would be materially detrimental to the Company (including to any material proposed or planned transaction involving the Company) and its stockholders and that it is therefore essential that the use of the registration statement be suspended (a "Permitted Blackout"); PROVIDED, HOWEVER, that either (i) if two or more such Permitted Blackouts are imposed during any period of twelve (12) consecutive months or (ii) the aggregate duration of all Permitted Blackouts during any period of twelve (12) consecutive months exceeds thirty (30) business days, the Holders shall have the rights indicated in (c)(i) below. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) If within the twelve (12) month prior to such registration, the Company has effected one (1) registration pursuant to this Section 1.2 and such registration has been declared or ordered effective; PROVIDED, HOWEVER, that any such registration shall not count as a registration if: (x) the Company has suspended use of a registration statement with respect to Permitted Blackouts in excess of the limits set forth in the proviso within the past 12 months or (y) the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered and at the time of any such Holder withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change or pursuant to the recommendation of the managing underwriter; or (z) the Holders requesting registration do not register and sell all Registrable Securities they have requested to be so included. Each registered in such registration for reasons other than their voluntary decision not to do so. (ii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that during such period the Company is actively employing in good faith its reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities which at such time are eligible to be registered on Form S-3 pursuant to a request made pursuant to Section 1.4. (d) With respect to any registration pursuant to this Section 1.2, the Company may include in such registration any Primary Shares and Other Shares; PROVIDED, HOWEVER, that if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Primary Shares and Other Shares proposed to be included in such registration would adversely affect the offering and sale (including pricing) of all such securities, then the number of Registrable Securities, Primary Shares and Other Shares proposed to be included in such registration shall specify be included in the following order: (i) FIRST, the Registrable Securities held by Investors, pro rata based upon the number of Registrable Securities proposed to be sold owned by each Investor at the time of such registration; and (ii) SECOND, Primary Shares and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:any Other Shares.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) four years after the date of this Agreement and (ii) six months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 2550% or more of the aggregate number Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within 20 days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities (that the Holders request to be registered in a "Demand Registration"); provided, that no transferee written request received by the Company within 20 days after the mailing of the Investors or Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number securities underwritten (including Registrable Securities), then the Company shall so advise Holders that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, the Company shall not required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except may be required under the Act; or (ii) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of the filing of and ending on a date 90 days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing good faith commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and stockholders for such registration to be effected at such time, in which event Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 90 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holder12-month period and provided further that the Company shall not register any securities for the account of itself or other stockholder during such ninety 90-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) September 19, 2018, or (ii) six months after the effective date of the initial public offering by the Company of shares of its Common Stock, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Holders of Registrable SecuritiesSecurities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company (the "Demand Party"“Board”) may make two written requests stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for such registration under statement to be filed, the Act Company shall have the right to defer such filing for a period of their Registrable Securities (a "Demand Registration")not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two registrations pursuant to make this Section 1.2 provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such request shall specify offering is not the number initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (a) If the Corporation shall receive at any timetime after the earliest of (i) the fifth anniversary of this Agreement, or (ii) six months after the effective date of the Qualified IPO, or (iii) six months after a Reverse Merger, a written request from the Holders of Purchased Shares representing not less than at least 25% of the aggregate Registrable Securities then outstanding (the “Initiating Holders”) that the Corporation file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding, then the Corporation shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has within 20 days after the mailing of such notice by the Corporation requested to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request and the Corporation shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Corporation, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Corporation and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Corporation in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Corporation shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities besides Registrable Securities are first excluded from such offering. Any Registrable Securities excluded from or any lesser amount withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Corporation shall furnish to the Initiating Holders a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed, the Corporation shall have the right to defer such filing for a period of not more than 120 days after receipt of the request relates to all remaining Registrable Securities) (of the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Initiating Holders; provided, however, that no transferee the Corporation may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period, and provided, further, that the Corporation shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Corporation shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Corporation has effected two registrations pursuant to make this Section 1.2; provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) During the period starting with the date 90 days before the Corporation’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such request shall specify offering is not the number “new” initial public offering of the Corporation’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Corporation is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At any time, (a) If the Company shall receive a written request from the Holders of Purchased Shares representing not less than 25at least 40% of the aggregate number Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities (or any lesser amount if with an aggregate offering price, net of underwriting discounts and commissions, of at least $7,500,000, then the Company shall, within 15 days of the receipt thereof, give written notice of such request relates to all remaining Holders and shall, subject to the limitations of subsection 7.2(b), file as soon as practicable, and in any event within 75 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable SecuritiesSecurities which the Holders request to be registered within 30 days of the mailing of such notice by the Company in accordance with Section 9.6. (b) If the Holders initiating the registration request hereunder (the "Demand PartyInitiating Holders") may make two written requests for registration under intend to distribute the Act Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration made pursuant to this Section 2(a) unless 7.2 and the Company shall include such information in the written notice referred to in subsection 7.2(a). In such event, the right of any Holder to make include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a request was specifically transferred majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to Company with the approval of a majority in interest of the Company if it is other than a firm commitment underwritten public offering (Initiating Holders, which approval shall not be unreasonably withheld). Subject to the Notwithstanding any other provisions provision of this Section 2(a)7.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two such registrations pursuant to this Section 7.2; provided, however, that the Company shall not be obligated to effect such registration if the Company has, within the 12-month period preceding the date of such request, already effected a registration pursuant to this Section 7.2. (d) The Company is not obligated to initiate a registration pursuant to this Section 7.2 until the earlier of January 1, 1995 or three months after the Initial Public Offering. (e) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 7.2 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 give written notice have the right to defer such filing for a period of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 not more than 120 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders; provided, however, that were the subject of the original demand) and the Company shall include may not utilize this right more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12-month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% at least thirty percent (30%) of the aggregate number Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $7,500,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the date that is the earlier of (i) the second anniversary of the date hereof and (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% thirty percent (30%) or more of the aggregate number Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) March 23, 2003 or (ii) six (6) months after the effective date of the Qualified Public Offering, a written request from the Holders of Purchased Shares representing not less than twenty-five percent (25% %) or more of the aggregate number then outstanding Registrable Securities owned by either the Series A or B Investors (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall: (or any lesser amount if i) within ten (10) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securitiesother Holders; and (ii) (subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities (that the Holders request to be registered in a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to written request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred received by the Investors Company within fifteen (or any transferee15) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such written notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration from the Company. (whether or not such Registrable Securities are of b) If the same series or class as Initiating Holders intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demand) their request made pursuant to this Section 1.2 and the Company shall include such information in the Demand Registration written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be nationally recognized and shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including those Registrable Securities owned by the Initiating Holders) (the "Offering Quantity"), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be included in the following priority: (i) first, before including any securities that are not Registrable Securities that derive from the same series as those then owned by or initially owned by the Initiating Holder, the Company will include all of the Registrable Securities that derive from the same series as those owned by the Initiating Holder (the "Same Series Holders"), and if the number of the Registrable Securities of any such Holder the Same Series Holders requested to be so included. Each included exceeds the Offering Quantity, then the Company shall include only such request shall specify requesting Same Series Holder's pro rata share of the number Offering Quantity, based on the amount of Registrable Securities proposed to be sold and the intended method of disposition thereof, held by such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Same Series Holder; and

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime prior to June 25, 2024, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) Holders (including the "Demand Party") may make two written requests for Key Holders), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders); provided, that no transferee of the Investors or of any such transferee Holder shall be permitted required to request make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of and title to the Registrable Securities; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the net proceeds (after deducting any underwriting discount or commission) that it derives from such registration. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities, including Registrable Securities held by Key Holders, are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time after the Holders of Purchased Shares representing not less than 25% five-year anniversary of the aggregate number date of this Agreement a written request from the Investor that the Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if with aggregate gross proceeds to the request relates Company of at least $1,000,000; then the Company shall use all reasonable efforts to all remaining Registrable Securities) (effect, as soon as practicable, the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities that the Investor requests to be so registered. (b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a "Demand Registration"); provided, that no transferee part of its request. In such event the right of the Investors or of any Investor to include its Registrable Securities in such transferee registration shall be permitted conditioned upon the Investor's participation in such underwriting and the inclusion of the Investor's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company and the Investor) to request the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investor). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise the Investor. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Act; (2) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (3) during the period starting with the date 90 days prior to the Company's good faith estimate of the date of the filing of, and ending on the date 180 days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (4) if the Company shall furnish to the Investor a certificate signed by the Company's Chief Executive Officer or Chairman of the Board 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 effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 120 days after receipt of the request of the Investor; provided that such notice right to delay a request shall be exercised by the Company not more than once in any Holder12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such Holder may request 120-day period (other than a registration relating solely to the sale of securities of participants in writing a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after March 18, 2014 a written request from the Holders holding thirty percent (30%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the Holders of Purchased Shares representing not less than 25% of “Initiating Holders”) that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a); provided, however, that no transferee the Company shall not be required to request that the SEC declare a registration statement filed pursuant to this Section 1.2 effective during a Blackout as defined in Section 1.6 hereof. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Investors Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of any such transferee the Initiating Holders (which underwriter or underwriters shall be permitted reasonably acceptable to request the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders holding such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities held by Holders be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan (including in a stock plan assumed in connection with a merger or similar transaction), such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities, or class as a registration in which the Registrable Securities only Common Stock being registered is Common Stock issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) If the Company shall receive at any timetime after the 180th day following the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of Purchased Shares representing not less than 25% at least forty percent (40%) of the aggregate Registrable Securities then outstanding that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect as soon as practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.3. (b) 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 as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities (or any lesser amount if which would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration")as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Investors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected two (2) registrations pursuant to make this Section 1.2 and such registrations have been declared or ordered effective; (ii) If the aggregate offering price to the public, as shown on the cover of the registration statement, of the Registrable Securities to be registered would be less than $7,500,000; (iii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that the Company notifies the Initiating Holders within 20 days of their request for registration of its intention to file such a request was specifically transferred by registration within 60 days of the Investors Company's notice; or (or any transfereeiv) If the Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. (a) At any timetime after the date hereof, the one or more Holders of Purchased Shares representing not less than 25% of the aggregate number any class of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand PartyInitiating Holders") may make two request in a written requests for registration under notice (which notice shall state the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify class and the number or amount of Registrable Securities proposed to be sold so registered and will also specify the intended method of disposition thereofdistribution) that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice; provided, however, that there must be included in such method registration at least 10% of any class of Registrable Securities to be registered (or any lesser percentage if the anticipated aggregate offering price would exceed $25,000,000). Following receipt of any notice under this Section 3.1, the Company shall (x) within 30 days notify all other Holders of such request in writing and (y) use all commercially reasonable efforts to cause to be registered under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders. (b) If the Initiating Holders intend to have the Registrable Securities distributed by means of an underwritten offering, the Company shall include such information in the written notice referred to in clause (x) of paragraph (a) above. In such event, the right of any Holder to include its Registrable Securities in such registration shall be subject conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the approval extent provided below. All Holders proposing to distribute Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Company if it is other than a firm commitment underwritten public offering (Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld). Subject . (c) Notwithstanding any provision of this Agreement to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company willcontrary:

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less more than 25% fifty percent (50%) of the aggregate number Registrable Preferred Securities then outstanding and held by the Investors (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with anticipated aggregate proceeds in excess of $15,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Agreement, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto and all Holders of Registrable Common Securities exercising rights under Section 1.3 hereof, and the number of shares that may be included in the underwriting shall be allocated (i) first, pro rata among the selling Holders of Registrable Preferred Securities based on the number of Registrable Preferred Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders), and (ii) second, pro rata among the selling Holders of Registrable Common Securities based on the number of Registrable Common Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders); provided, however, that in no transferee event shall any Registrable Preferred Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For purposes of the Investors second preceding sentence concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such transferee partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be permitted deemed to request be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective (and has not been subject to a “stop order” or otherwise withdrawn); or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Preferred Securities that may be registered on Form F-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board 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 effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right shall be exercised by the Company not more than once in any Holdertwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, such Holder may request in writing a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Preferred Securities, or class as a registration in which the Registrable Securities only Common Shares being registered are Common Shares issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time after the Holders earlier of Purchased Shares representing not less than 25% (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the aggregate number Qualified IPO, a written request from either or both of CombiMatrix and Acacia (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $7,500,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the 2 (Investors' Rights Agreement) 3 extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to CombiMatrix and Acacia). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities proposed to be included in such underwriting are first excluded from the Investors underwriting. To facilitate the allocation of shares in accordance with these promises, the Company may round the number of shares allocated to any holder to the nearest 100 shares. Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. (c) The Company shall not be required to request effect a registration pursuant to this Section 2(a1.2: (i) unless after the right Company has effected three (3) registrations pursuant to make this Section 1.2, and such a request was specifically transferred by the Investors (registration has been declared or ordered effective excluding any transferee) to such transferee. Any such request shall specify registration in which the number of Registrable Securities proposed sold by the Initiating Holders is reduced pursuant to be sold and will also specify the intended method Section 1.2(b) to less than 60% of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed originally requested by initiating Holders to be sold registered in such offering; or (ii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the intended method effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of disposition thereofRegistrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board 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 method of disposition registration statement to be subject effected at such time, in which event the Company shall have the right to the approval defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Company if it is other than request of the Initiating Holders, provided that such right to delay a firm commitment underwritten public offering (which approval request shall not be unreasonably withheld). Upon a demand, exercised by the Company will:not more than once in any twelve (12)-month period.

Request for Registration. At (a) If the Company receives, at any timetime after the date hereof, a written request from the Holders of Purchased Shares representing not less than a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the aggregate number of Registrable Securities then outstanding (or any a lesser amount percent if the request relates to all remaining Registrable Securitiesanticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5 million), then the Company shall: (i) (within ten days following the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition receipt thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such request to all Holders; and (ii) effect as soon as practicable the registration under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of Section 2(b). (b) If the Holders initiating the registration request within 10 days after the receipt thereof hereunder ("Initiating Holders") intend to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to Section 2(a) and the Company shall include such information in the Demand Registration written notice referred to in Section 2(a). The underwriter will be selected by the Company and must be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(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, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting will be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) In addition, the Company will not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2: (i) After the Company has effected two registrations pursuant to this Section 2 --------- and such Holder requested registrations have been declared or ordered effective; (ii) During the period starting with the date sixty calendar days prior to be so included. Each the Company's good faith estimate of the date of filing of, and ending on a date 180 calendar days after the effective date of, a registration subject to Section 3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such request shall specify registration statement to become effective; (iii) If the number Company and the Initiating Holders are unable to obtain the commitment of an underwriter satisfactory to the Company in the event the Initiating Holders intend to distribute their Registrable Shares by means of an underwritten offering; (iv) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and a request made pursuant to Section 12 below; (v) If the intended method of disposition thereof, such method of disposition to be subject Company furnishes to the approval Initiating Holders a certificate signed by the President or Chief Executive Officer of the Company if stating that, in the good faith judgment of the Board of Directors of the Company, it is other than a firm commitment underwritten public offering (which approval shall would not be unreasonably withheld). Upon a demand, in the best interests of the Company will:for a registration to be effected as requested under Section 2 hereof, provided that the Company may only utilize this right of deferral once, with respect to each request, to defer the filing of such registration for a period of not more than 120 days from the request of the Initiating Holders; or (vi) 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.

Request for Registration. At (a) If the Company shall receive at any timetime after the date of this Agreement, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number of Registrable Securities (or any lesser amount if then outstanding that the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for Company file a registration statement under the Act covering the registration of their at least ten percent (10%) of the Registrable Securities then outstanding, then the Company shall: (a "Demand Registration"); provided, that no transferee i) within ten (10) days of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition receipt thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request to all Holders; and (ii) as soon as practicable, and in any event within 10 45 days after of the receipt thereof of such request, file a registration statement under the Act covering all Registrable Securities which the Holders request to all other Holders. Within 15 be registered, subject to the limitations of subsection 1.2(b), within twenty (20) days after receipt of the mailing of such notice by any Holder, such Holder may the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as "Initiating Holders") intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested to be so included. Each such request shall specify the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities proposed to be sold and included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the intended method of disposition thereofunderwriting. (c) Notwithstanding the foregoing, such method of disposition if the Company shall furnish to be subject Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the approval Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than a firm commitment underwritten public offering 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. (which approval d) The Company shall be obligated to effect only two such registrations pursuant to this Section 1.2. Registrations effected on Form S-3 pursuant to Section 1.12, however, shall not be unreasonably withheld). Upon a demand, the Company will:counted as demands pursuant to this Section 2.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time after three years after the Holders date of Purchased Shares representing not less than 25% of this Agreement a written request from the aggregate number Investor that the Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if with an anticipated aggregate offering price of at least $5,000,000, then the request relates Company shall use its commercially reasonable best efforts to all remaining Registrable Securities) (effect, as soon as practicable, the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities (a "Demand Registration")that the Investor requests to be registered in such written request; provided, that the initial filing of such registration statement shall occur no transferee later than 90 days after receipt by the Company of such written request. (b) If the Investor intends to distribute the Registrable Securities covered by Investor’s request by means of an underwriting, Investor shall so advise the Company as a part of Investor’s request made pursuant to this Section 1.2. In such event the right of the Investors or of any Investor to include the Registrable Securities in such transferee registration shall be permitted conditioned upon Investor’s participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to request the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investor). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise the Investor that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be limited to the number determined by the Investor and the underwriter. Neither the Company nor any of its security holders may include securities of the Company other than the Series B Preferred (or the common shares of the Company underlying such Series B Preferred) in a registration statement filed pursuant to this Section 1.2 or Section 1.4, without the prior written consent of the Investor which consent may be withheld by Investor in its sole and complete discretion. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company has determined in good faith that a sale or distribution of Registrable Securities would adversely affect the offering relating to such Company-initiated registration and the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Company gives notice within 30 days of receipt of the Investor’s written request pursuant to Section 1.2(a) that the Company intends to file a registration statement within 90 days and the Company continues to use reasonable commercial efforts to file such registration statement and have it declared effective, provided that the Company has determined in good faith that a sale or distribution of Registrable Securities would adversely affect the offering relating to such Company-initiated registration; (v) if the Investor proposes to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (vi) if the Company shall furnish to Investor requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series Investor, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period. (d) The Investor may, at any time prior to the effective date of a registration statement requested to be filed by the Investor pursuant to this Section 1.2 or class as Section 1.4, revoke its request to have the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject included therein by providing written notice to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Company.

Request for Registration. At (i) Subject to the conditions of this Section 1.2, if at any timetime after the closing of an Initial Offering, the Company shall receive a written request from the Holders of Purchased Shares representing not less than 25% or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Securities, then the Company shall, within ten (or any lesser amount if 10) days of the receipt thereof, deliver written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or providing of the Company’s notice pursuant to this Section 1.2(i). (ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. (iii) If the managing underwriter(s) advise(s) the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and there shall be excluded from registration to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities, on a pro rata basis based on the number of Registrable Securities held by the Holders including Registrable Securities in the registration (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 1.2 unless permitted to request do so by the written consent of Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders, as to which registration has been requested. Except as stated in Section 1.2(iv)(b) below, the Company may not cause any other registration of securities for sale for its own account (other than an Excluded Registration) to be initiated after a registration requested pursuant to this Section 1.2 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to this Section 1.2. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (a) unless after the right Company has effected two (2) registrations pursuant to make this Section 1.2, and such registrations have been declared or ordered effective as promptly as practicable; or (b) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and, subject to Section 1.7, ending on a request was specifically transferred by date ninety (90) days following the Investors (effective date of, a Company‑initiated registration pursuant to this Section 1.2 or any transferee) an Underwritten Shelf Takedown offering pursuant to Section 1.5 below, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such transferee. Any registration statement to become effective or such request shall specify the number of Registrable Securities proposed Underwritten Shelf Takedown to be sold and will also specify completed as promptly as practicable; or (c) if the intended method of disposition thereof, such method of disposition to be subject anticipated aggregate proceeds to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included Holders in such registration will be less than US$5,000,000 (whether net of underwriting discounts and commissions); or (d) if the Company is eligible to use Form S-3 or Form F-3; or (e) in the event of a Suspension pursuant to Section 1.6. (v) The Company shall not such Registrable Securities are effect a registration pursuant to this Section 1.2 if any Holder is subject to a contractual restriction imposed by an underwriter of the same series Initial Offering or class as the Registrable Securities that were the subject any subsequent offering of the original demandCompany’s Ordinary Shares which contractual restriction, if such Holder was to participate in such registration or related offering (i) and the Company shall include would prevent such Holder from participating in the Demand Registration registration or related offering, and (ii) has not been waived in connection with such participation in the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject registration or subsequent offering to the approval of the Company if same extent as it is has been waived for any other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Holder.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than twenty-five percent (25% %) or more of the aggregate number Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) February 2, 2003 or (ii) six (6) months after the effective date of the Initial Offering, a written request is received from the Holders of Purchased Shares representing not less than 25% thirty percent (30%) or more of the aggregate number Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. (a) At any timetime 180 days after the date of this Agreement, any or all of the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand PartyInitiating Holders") may make two request in a written requests for notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of their any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice (a "Demand Registration"); provided, provided that no transferee there must be included in such registration at least the Minimum Registrable Number of shares of Registrable Securities. Following receipt of any notice under this Section 4, the Company shall (i) within twenty (20) days notify all other Holders of such request in writing and (ii) use its reasonable efforts to cause to be registered under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten (10) days after the Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders. (b) If the Initiating Holders intend to have the Registrable Securities distributed by means of an underwritten offering, the Company shall include such information in the written notice referred to in clause (i) of Section 4(a) above. In such event, the right of any Holder to include its Registrable Securities in such Demand Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Investors Initiating Holders and such Holder) to the extent provided below. All Holders proposing to distribute Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form (including, without limitation, customary indemnities) with the underwriter or of any such transferee underwriters. Such underwriter or underwriters shall be permitted to request selected by a registration pursuant to this Section 2(a) unless majority in interest of the right to make such a request was specifically transferred Initiating Holders and shall be approved by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofCompany, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to , provided (i) that all of the representations and warranties by, and the other provisions of this Section 2(a)agreements on the part of, the Company shall give written notice to and for the benefit of such registration request within 10 days after underwriters shall also be made to and for the receipt thereof to all other Holders. Within 15 days after receipt benefit of such notice Holders of Registrable Securities, (ii) that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Securities, and (iii) that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter or underwriters. If any HolderHolder of Registrable Securities disapproves of the terms of the underwriting, such Holder may request in writing that elect to withdraw all of its Registrable Securities from such underwriting by written notice to the Company. The securities so withdrawn shall be withdrawn from registration. (c) Notwithstanding any provision of this Agreement to the contrary, (i) the Company shall not be required to effect a Demand Registration pursuant to this Section 4 during the period starting with the date of filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as practical thereafter; and (ii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith opinion of the Board of Directors such registration would interfere with any material transaction then being pursued by the Company, then the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days. (d) The Company shall not be obligated to effect and pay for more than a total of five (5) Demand Registrations pursuant to Section 4 and Section 6; provided that a Demand Registration requested pursuant to Section 4 or Section 6 shall not be deemed to have been effected for purposes of this Section 4(d) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 4 or Section 6, and (whether or not such Registrable Securities are of iv) the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number offering of Registrable Securities proposed pursuant to be sold and the intended method of disposition thereof, such method of disposition to be registration is not subject to any stop order, injunction or other order or requirement of the approval Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by any act or omission of Holders of Registrable Securities). (e) The Company agrees not to effect any public or private sale, distribution or purchase of any of its equity securities which are the same as or similar to, or convertible into or exchangeable or exercisable for, Class A Shares of the Company if it is other than during the fifteen (15) day period prior to, and the thirty (30) day period beginning on, the effective date of any registration statement filed pursuant to a firm commitment underwritten public offering (Demand Registration, unless the Holders exercising such Demand Registration shall have given their consent, which approval consent shall not be unreasonably withheld). Upon a demand, The foregoing sentence shall not apply to: (x) any Class A Shares issued by the Company will:upon the exercise of an option or the conversion of a security outstanding on the filing date of any registration statement and (y) any Class A Shares issued or options to purchase Class A Shares granted pursuant to employee benefit or bonus plans of the Company.

Request for Registration. At (a) If the Company shall receive at any timetime a written request from a majority of Holders of the Registrable Securities that the Company file a registration statement under the Act covering the registration of all Registrable Securities then outstanding, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within 120 days of the receipt of such request, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities (a "Demand Registration"); provided, that no transferee of which the Investors or of any such transferee shall be permitted to Holders request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofregistered, such method of disposition to be subject to the approval limitations of subsection 1.2(b). (b) If the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to Holders initiating the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof hereunder ("Initiating Holders") intend to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any the Company owned by each Holder. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Holder requested registration statement to be so included. Each filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall specify not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the number Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Section 1.11 below.

Request for Registration. At (a) If the Company shall receive at any time, the time a written request from Holders of Purchased Shares representing not less than 2550% of the aggregate number of Registrable Securities outstanding that the Company file a registration statement under the Act covering the registration of at least fifty percent (or any lesser amount if 50%) of the Registrable Securities, then the Company shall (i) within ten days of the receipt thereof, give written notice of such request relates to all remaining Registrable SecuritiesHolders; and (ii) effect, as soon as practicable, and in any event within ninety (90) days of the "Demand Party") may make two written requests for receipt of such request, the registration under the Act of their all Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to holders request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofregistered on such registration form as is available (including form S-1, such method of disposition to be or similar long form registration), subject to the approval limitations of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(asubsection 1.2(b), the Company shall give written notice within twenty days of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt mailing of such notice by any Holder, such Holder may the Company. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as "Initiating Holders@) intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 1.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the offering, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of any such Holder requested to be so included. Each such request shall specify the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities proposed to be sold and included in such underwriting shall not be reduced unless all other are first entirely excluded from the intended method of disposition thereofunderwriting. (c) Notwithstanding the foregoing, such method of disposition if the Company shall furnish to be subject Holders requesting registration pursuant to this Section 1.2, a certificate signed by the approval Chief Executive Officer (or, if there is no Chief Executive Officer, the President) of the Company if 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 other therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than a firm commitment underwritten public offering one hundred eighty (which approval 180) days after receipt of the request of Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be unreasonably withheld). Upon a demandobligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company will:has effected three registrations pursuant to this Section 1.2 and such registration has been declared or ordered effective; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be effective; or (iii) If the Holders propose to dispose of shares of Registrable Securities that may be promptly registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below and the Company promptly effects such registration.

Request for Registration. At (a) If the Company shall receive at any time, time subsequent to the third anniversary of the Closing (as such term is defined in the Series A Agreement) a written request from the Holders of Purchased Shares representing at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act having an aggregate offering price of not less than 25% $25,000,000, then the Company shall: (i) within 20 days of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition receipt thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such request to all Holders; and (ii) use its best efforts to effect as soon as practicable, in accordance with Section 2.5 below, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 2.2(b). (b) If the Holders initiating the registration request within 10 days after hereunder (the receipt thereof "Initiating Holders") intend to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demandtheir request made pursuant to subsection 2.2(a) and the Company shall include such information in the Demand Registration written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any such Holder other provision of this Section 2.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested to be so included. Each such request shall specify registered by each Holder; provided -------- however, that the number of shares of Registrable Securities proposed to be sold included in ------- such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, the Company may delay filing a registration statement, and may withhold efforts to cause the intended method registration statement to become effective, if the Company (i) determines in good faith that such registration might interfere with the negotiation or completion of disposition thereofany transaction that is being executed by the Company (whether or not a final decision has been made to close such transaction) at the time the right to delay is exercised, such method of disposition to be subject or (ii) shall furnish to the approval Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chief Executive Officer of the Company if stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other therefore essential to deter the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided however, that the Company may -------- ------- not utilize either of these rights more than once in any 12-month period. If, after a firm commitment underwritten public offering registration statement becomes effective, the Company advises the Holders of registered shares that the Company considers it appropriate for the registration statement to be amended, the Holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended. (which approval d) In addition, the Company shall not be unreasonably withheld). Upon a demandobligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) after the Company will:has effected two registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date 90 days prior to the Board's good faith estimate of the filing date (provided that notice of such estimated filing date is given to the Initiating Holders within 30 days of their request for registration) and ending on the date 180 days after the effective date of, a registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below. (e) The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 2.2 (excluding underwriters' or brokers' discounts and commissions and the selling Holders' pro rata share of applicable filing fees and registration fees) including, without limitation, all printers', attorneys' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company, and the Company's pro rata share of applicable filing fees and registration fees.

Request for Registration. At (a) If the Company shall receive at any timetime one year or more after the effective date of the Company's first underwritten public offering of shares of Common Stock pursuant to a registration statement, a written request from the Holders of Purchased Shares representing not less more than 25% fifty percent (50%) of the aggregate number of Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding (or any a lesser amount percent if the anticipate aggregate offering price, net of underwriting discounts and commissions, would exceed $2,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) Holders and shall, subject to the limitations of subsection 1.2 (b), effect as soon as practicable, the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and approved by the Company, which approval shall not unreasonably be withheld. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included shall be allocated among all such Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the Investors or of any underwriting. (c) The Company is obligated to effect only one (1) such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.2.

Request for Registration. At (a) If the Company shall at any time, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (time receive a written request from Standby Purchaser or any lesser amount if affiliate thereof that the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for Company file a registration statement under the Act covering the registration of their Registrable Securities (a "Demand Registration"); providedat least 500,000 shares of Common Stock, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of then the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a)shall, the Company shall give written notice of such registration request within 10 days after the receipt thereof thereof, give written notice of such request to all other Holders. Within , and shall, subject to the limitations of Section 9.2 (b), effect as soon as practicable after the receipt of such request the registration under the Act of all Registrable Securities which the Holders request to be registered within 15 days after receipt the mailing of such notice by any Holder, such Holder may the Company in accordance with Section 9.3. (b) If the Holders initiating the registration request in writing that its Registrable Securities be included in such registration hereunder (whether or not such Registrable Securities are of the same series or class as "Initiating Holders") intend to distribute the Registrable Securities that were covered by their request by means of an underwriting, they shall so advise the subject Company as a part of the original demand) their request made pursuant to this Section 9.2 and the Company shall include such information in the Demand Registration written notice referred to in Section 9.2(a). In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 9.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. The Company at its sole discretion may offer a right to participate in any such Holder requested registration statement filed pursuant to be so includedthis Section 9.2 to other holders of Common Stock, and may itself participate in any registration statement filed pursuant to this Section 9.2. Each such request shall specify However, notwithstanding any other provision of this Section 9.2, if the offering is an underwritten offering and the lead managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of Registrable Securities proposed to be sold underwritten, then (subject to any contrary provisions in registration rights agreements executed by the Company prior to the date hereof) the total number of shares of Registrable Securities to be underwritten shall be reduced, with such reduction coming first from selling stockholders who are not Holders, and then from the Company. If further reduction is required, the Company shall so advise all Holders of Registrable Securities that would have otherwise been underwritten pursuant hereto, and the intended method number of disposition shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, such method including the Initiating Holders, in proportion (as nearly as practicable) to the amount of disposition Registrable Securities sought to be subject registered by each Holder. (c) The Company is obligated to effect an unlimited number of registrations pursuant to this Section 9.2, and, if the approval initiating Holders so request, any one or more of such registrations may be filed as a Rule 415 Offering under a Shelf Registration Statement. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 9.2 a certificate signed by the Chief Executive, Chief Operating, or Chief Financial Officer of the Company if stating that, in the good faith judgment of a majority of the disinterested directors of the Board, it is other than a firm commitment underwritten public offering (which approval shall not would be unreasonably withheld). Upon a demandmaterially detrimental to the Company for such registration statement to be filed, the Company will:shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any 12-month period.

Request for Registration. At Subject to the provisions of Section 3(b) hereof, at any timetime after six months following the consummation of an underwritten public offering under the Securities Act by the Company of its Common Stock, holders representing a majority in interest of the Holders Registrable Securities may make a written request to the Company for registration under and in accordance with the provisions of Purchased Shares representing the Securities Act of all or part (but not less than 25% 20%) of the aggregate number of Registrable Securities (owned by such holder or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities holders (a "“Demand Registration"); provided, ”) provided (i) that no transferee the value of shares of Common Stock proposed to be registered (based upon the Investors proposed gross offering price thereof net of selling expenses) is at least $3,000,000 and (ii) that at least twelve (12) months shall have elapsed since the last time a Demand Registration has been requested by such holder or of any such transferee shall be permitted to request a registration pursuant to holders under this Section 2(a3(a) unless the right to make if such a request was specifically transferred has previously been made by the Investors (such holder or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldholders under this Section 3(a). Subject to the other provisions Within five (5) Business days after receipt of this Section 2(a)such request, the Company shall give written notice (the “Notice”) of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt holders of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included and will include in such registration (whether or not such all Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable holder. The Company shall be entitled to include in any Registration Statement referred to in this Section 3, for sale in accordance with the Demand Registration method of disposition specified by the Registrable Securities requesting holders, shares of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed Common Stock to be sold by the Company for its own account, except as and to the intended method extent that, in the opinion of disposition thereof, the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Securities to be subject sold. Notwithstanding anything to the approval contrary contained herein, no request may be made under this Section 3(a) within 120 days after the effective date of a Registration Statement filed by the Company if it is other than covering a firm commitment underwritten public offering (in which approval the holders of Registerable Securities shall not be unreasonably withheld). Upon a demand, the Company will:have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all shares of Registerable Securities as to which registration shall have been requested.

Request for Registration. At (a) Subject to the conditions of this Section 1.2 (including Section 1.2(b) hereof), if the Company shall receive at any time, time after 180 days following the effective date of an Initial Public Offering a written request from the Holders of Purchased Shares representing not less than 25% thirty percent (30%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least US $15 million, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders and subject to limitations of this Section 1.2, use commercial best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting with an underwriter to be selected as provided below, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in a customary form acceptable to the Company (which acceptance shall not be unreasonably withheld) with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of such Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of underwritten Registrable Securities, then the underwriter may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and the underwriting (or any lesser amount if an “Exclusion Request”). If the request relates to underwriter makes an Exclusion Request, the Company shall advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities (a "Demand Registration"); provided, that no transferee affected by such request of the Investors or number of shares that each such Holder may include in the registration and the underwriting (“Adjusted Amount”), and the total number of shares to be included in the registration and the underwriting based on the Exclusion Request (“Adjusted Total”). The Company shall first exclude from the registration and the underwriting, all shares requested to be included by any third parties, then shares to be included by the Company. Then, the Company shall calculate the Adjusted Amount for each Holder on a pro-rata basis, based on the number of Registrable Securities proposed by such Holders to be included in such registration. If any Holder does not agree to the terms of any such transferee underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. In the event the aggregate Adjusted Amount is reduced below 50% of the total amount of securities originally requested by the Initiating Holders to be included in the public offering, such Initiating Holders shall be entitled to withdraw such request and, if such request is withdrawn, such demand registration shall not count as one of the two (2) permitted registrations hereunder. (c) The Company shall not be required to request effect a registration pursuant to this Section 2(a1.2: (1st) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the right Company is already subject to make service in such a request was specifically transferred jurisdiction and except as may be required under the Securities Act; or (2nd) after the Company has effected two (2) registrations initiated by the Investors Initiating Holders pursuant to Section 1.2(a), and such registrations have been declared or ordered effective; or (or any transferee3rd) during the period starting with the date sixty (60) days prior to such transferee. Any such request shall specify the number Company’s good faith estimate of Registrable Securities proposed to be sold the date of the filing of, and will also specify ending on a date one hundred eighty (180) days following the intended method of disposition thereofeffective date of, such method of disposition to be a registration subject to the approval of Section 1.2 hereof and Section 1.3 below; provided, however, that the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject actively employing in good faith all reasonable efforts to the other provisions of this Section 2(a), the Company shall give written notice of cause such registration request within 10 days after the receipt thereof statement to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:become effective; or

Request for Registration. At (a) If the Company shall receive at any timetime after the date of this Agreement and prior to the one year anniversary of this Agreement, a written request from the Holders of Purchased Shares representing not less more than 25% fifty percent (50%) of the aggregate Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding, then the Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), effect as soon as practicable the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within thirty (30) days of the mailing of such notice by the Company in accordance with Section 2.5. (b) 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 as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and approved by the Company, which approval shall not unreasonably be withheld. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Securities that may be included in the underwriting that such number of Registrable Securities to be included shall be allocated among all such Holders thereof, including the Initiating Holders, in proportion (or any lesser as nearly as practicable) to the amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")of the Company owned by each Holder; provided, however, that no transferee the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the Investors or of any underwriting. (c) The Company is obligated to effect only one (1) such transferee shall be permitted to request a registration pursuant to this Section 2(a1.2. (d) unless Notwithstanding the right foregoing, if the Company shall furnish to make such Holders requesting a request was specifically transferred registration statement pursuant to this Section 1.2 a certificate signed by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval President of the Company if stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject therefore essential to defer the other provisions filing of this Section 2(a)such registration statement, the Company shall give written notice have the right to defer taking action with respect to such filing for a period of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 not more than sixty (60) days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders; provided, however, that were the subject of the original demand) and the Company shall include may not utilize this right more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:twelve month period.

Request for Registration. At (a) If the Company shall receive a written Investor Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall file (as expeditiously as practicable, and in any timeevent within sixty (60) days after the receipt of such request), and use its best efforts to have declared effective a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered by the giving of Purchased Shares representing not less than 25% notice to the Company within twenty (20) days after the mailing of the aggregate number of Company's notice referred to above, each such notice to be given in accordance with Section 19 below. (b) If the Initiating Holders intend to distribute the Registrable Securities (or any lesser amount if covered by their request by means of an underwriting, they shall so advise the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Company as a part of their Registrable Securities (a "Demand Registration"request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a); provided, however, that notwithstanding anything herein to the contrary, in no event shall the Company be required to effect more than two underwritten offerings in any 12 month period. In the event of an underwritten offering, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders; provided, however, that no transferee Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders that marketing factors require a limitation of the Investors number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among the Initiating Holders, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all shares requested by such Holders to be included, (ii) second, among all other Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by such Holders until such holders have included in the underwriting all shares requested by such holders to be included and (iii) thereafter among any other holders of Common Stock who have exercised their piggyback registration rights with respect to such registration. (c) The Company shall be obligated to effect only two (2) registrations pursuant to an Investor Request under this Section 2 (an offering which is not consummated shall not be counted for this purpose); provided, however, that the Company shall be obligated to effect as many registrations (but not more than one (1) per quarter) as may be requested by Holders of Registrable Securities pursuant to any Investor Request in the event and so long as registration pursuant to Form S-3 or any similar "short-form" registration statement is available. Notwithstanding anything to the contrary, the Company shall not be obligated to effect more than one (1) registration (other than "short-form" registrations on Form S-3) pursuant to this Section 2 in any six (6) month period. (d) Notwithstanding the foregoing, if 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 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 up to one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period; and provided further that, if at the time of any such transferee shall be permitted to request Investor Request for a registration pursuant to this Section 2(a2, the Company has fixed plans to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until ninety (90) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to make participate in such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this pursuant to, and subject to, Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:3.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive, at any timetime following the date that is three (3) months after the date of this Agreement, a written request from any Holder or Holders (the "Initiating Holders") that the Company file a registration statement under the Act, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders (the "Demand Notice"), and subject to the limitations of this Section 1.2, file, as soon as practicable, and in any event within sixty (60) days of the receipt of such request, a registration statement under the Act covering all Registrable Securities with respect to which the Company has received written requests for inclusion within fifteen (15) days after the Company has given the Demand Notice. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 1.2(a) and the Company shall include such information in the Demand Notice. The underwriter will be selected by the Company and shall be reasonably acceptable to the Initiating Holders. In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of Purchased Shares representing not less than 25% of such Registrable Securities on a PRO RATA basis based on the aggregate number of Registrable Securities held by all such Holders (including the Initiating Holders); PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or any lesser amount withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, if the request relates Company shall furnish to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request Holders requesting a registration pursuant to this Section 2(a) unless the right to make such 1.2, a request was specifically transferred certificate signed by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval Chief Executive Officer of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject therefore essential to defer the other provisions filing of this Section 2(a)such registration statement, the Company shall give written notice have the right to defer taking action with respect to such filing for a period of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) Notwithstanding the foregoing, the Company shall not be obligated to effect any such notice by any Holderregistration pursuant to this Section 1.2 if: (i) Holders requesting a registration statement pursuant to this Section 1.2, such Holder may request in writing that its propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $10 million; (ii) if the Company has, within the twelve (12) month period preceding the Initiating Holders written request contemplated by Subsection 1.2(a), already effected two (2) registrations for the Holders pursuant to this Section 1.2; or (iii) in any particular jurisdiction which the Company would be included required to qualify to do business or to execute a general consent to service of process in effecting such registration. (e) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration contemplated by Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (whether or not such Registrable Securities are ii) if the Initiating Holders propose to dispose of the same series or class as the shares of Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested may be immediately registered on Form S-3 pursuant to be so included. Each such a request shall specify the number of Registrable Securities proposed made pursuant to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Section 1.12 below.

Request for Registration. At (a) If the Company shall receive at any time, time after the date six months after the Closing Date a written request from the Holders of Purchased Shares representing not less than 25at least 50% of the aggregate Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering at least 40% of the Registrable Securities then outstanding, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 6.2(b), effect as soon as practicable, and in any event shall use its best efforts to effect within 120 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) 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 as a part of their request made pursuant to this Section 6.2 and the Company shall include such information in the written notice referred to in Section 6.2(a). In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders holding a majority of the Registrable Securities to be included in the registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Initiating Holders holding a majority of the Registrable Securities to be included in the registration. Such underwriter or underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 6.2, if the 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 all Holders of Registrable Securities (or any lesser amount if that would otherwise be underwritten pursuant hereto, and the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act number of their shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (a "Demand Registration"); provided, that no transferee as nearly as practicable) to the amount of Registrable Securities of the Investors Company owned by each Holder. Any Registrable Securities excluded or of any withdrawn from such transferee underwriting shall be permitted withdrawn from the registration. (c) The Company is obligated to request effect only one such registration pursuant to this Section 6.2. (d) Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this Section 2(a6.2 during the period starting with the date of the Company's filing of, and ending on the date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided the Company is at all times during such period diligently pursuing such registration and (ii) unless if the right Company shall furnish to make such Holders requesting a request was specifically transferred registration statement pursuant to this Section 6.2, a certificate signed by the Investors (or any transferee) to such transferee. Any such request shall specify Chairman of the number Board of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval Directors of the Company if stating that in the good faith judgment of the Board of Directors of the Company, it would interfere with any material transaction then being pursued by the Company for such registration statement to be filed and it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject therefore essential to defer the other provisions filing of this Section 2(a)such registration statement, the Company shall give written notice have the right to defer taking action with respect to such filing for a period of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 not more than 120 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders; provided, however, that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of this right to delay any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval registration shall not be unreasonably withheld). Upon a demand, the Company will:utilized more than once in any 12-month period.

Request for Registration. At (a) Subject to the conditions of this SECTION 1.3, if the Company has not caused the Initial Shelf Registration to be declared effective on or prior to the first anniversary of this Agreement or a Shelf Registration ceases to be effective for a period of fifteen (15) business days or more for any timereason at any time during the Effectiveness Period, the Holders shall be entitled to request that the Company file a Registration Statement under the Act covering the registration of Purchased Shares the Registrable Securities then outstanding. Holders of Registrable Securities representing not less than 25at least 50% of the aggregate number principal amount and liquidation preference of the Registrable Securities (the "INITIATING HOLDERS") may request that the Company file a Registration Statement under the Act covering the registration of Registrable Securities by delivering written notice to the Company, and the Company shall then, within ten (or any lesser amount if 10) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and, subject to the "Demand Party") may make two written requests for limitations of this SECTION 1.3, use its commercially reasonable best efforts to effect as soon as possible the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company's notice pursuant to this SECTION 1.3(a). No securities other than Registrable Securities shall be included, in any such registration. (b) To the extent that any such registration relates to an underwritten offering of Registrable Securities the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a "Demand Registration"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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this SECTION 1.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of the Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders who have elected to participate (including the Initiating Holders); providedPROVIDED, that no transferee if any Holder who has elected to participate in the offering does not request inclusion of the Investors or maximum number of any shares of Registrable Securities allocated to such transferee Holder pursuant to the above-described procedure, the remaining portion of such Holder's allocation shall be permitted reallocated among those participating Holders whose pro rata allocations have not satisfied their requests to request participate in the offering, with such re-allocation based on the number of shares of Registrable Securities that are held by such Holders, and this procedure shall be repeated until all of the shares of Registrable Securities that may be included in the registration on behalf of the Holders have been so allocated. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(aSECTION 1.3: (i) unless after the right Company has effected three (3) registrations pursuant to make this SECTION 1.3, and such registrations have been declared or ordered effective, shall remain effective for at least the period of time provided in SECTION 1.6(a) hereof, and no stop order shall have been issued with respect thereto; or (ii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of the filing of, and ending on a request was specifically transferred by date ninety (90) days (or, in the Investors case of an underwritten offering, one hundred eighty (or any transferee180) to such transferee. Any such request shall specify days) following the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofeffective date of, such method of disposition to be a Company-initiated registration subject to the approval of SECTION 1.4 below, PROVIDED that the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject actively employing in good faith all commercially reasonable best efforts to the other provisions of this Section 2(a), the Company shall give written notice of cause such registration request within 10 days after the receipt thereof statement to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:become effective; or

Request for Registration. At (a) Subject to the conditions of this Section 2.1, if the Company shall receive at any timetime after the earlier of (i) [***] after the date of this Agreement or (ii) [***] after the effective date of the Initial Offering, a written request from any Holders of the Registrable Securities (for purposes of this Section 2.1, the Holders of Purchased Shares representing not less than 25% of “Initiating Holders”) that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if with an anticipated aggregate offering price of at least $[***], then the Company shall, within [***] of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities (that the Holders request to be registered in a "Demand Registration"); provided, that no transferee written request received by the Company within [***] of the Investors or mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a [***] of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding [***] of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected [***] registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date [***] prior to the Company’s good faith estimate of the date of the filing of and ending on a date [***] following the effective date of a Company initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number period of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other not more than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days [***] after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders; provided that were the subject of the original demand) and such right shall be exercised by the Company shall include not more than [***] in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:[***] period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime following the expiration or waiver of any underwriter lock-up imposed in connection with the Initial Offering (which the Company agrees shall be no longer than 180 days), a written request from the Initiating Holders of Purchased Shares representing not less than 25% of that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities (or any lesser amount if the Company shall receive such a request relates during the Lock-Up and the managing underwriter of the Company's Initial Offering gives its written consent to the Company's compliance with such request), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use reasonable best efforts to effect, as soon as practicable, the registration under the Act of their all Preferred Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritten public offering or an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal or sale by a broker, placement agent or sales agent, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Preferred Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the underwritten public offering or other arrangement (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. If an underwriting is specified, all Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). If another form of registered offering is specified, all Holders proposing to participate in such offering shall cooperate with and enter into any documentation recommended by the brokers, sales agents or placement agents and take all actions requested to facilitate the preparation of the offering documentation. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten or marketed (including Registrable Securities), then the Company shall so advise all Holders of Preferred Registrable Securities that would otherwise be underwritten or marketed pursuant hereto, and the number of shares that may be included in the underwritten public offering shall be allocated to the Holders of such Preferred Registrable Securities on a pro rata basis based on the number of Preferred Registrable Securities held by all such Holders (including the Initiating Holders). Any Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration. For purposes of Section 1.2, a registration shall not be counted as "effected" if, as a result of an exercise of the underwriter's cutback provisions in this Section 1.2, fewer than fifty percent (50%) of the total number of Preferred Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million US Dollars ($5,000,000); (iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is ninety (90) days following the effective date of each Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or (v) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, (i) it would be seriously detrimental (including as a result of the need to make disclosures) to the Company and its shareholders for such registration statement to be effected at such time (or, if a registration statement has been filed, it would be seriously detrimental to the Company or its shareholders for such registration statement to become effective or remain effective for as long as such registration statement otherwise would be required to remain effective) or (ii) it would require the Company to make an Adverse Disclosure, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of the request of the Initiating Holders, provided that such notice right to delay a request shall be exercised by the Company not more than once in any Holdertwelve (12) months period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period (other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, such Holder may request in writing stock purchase, or similar plan; a registration on any form that its Registrable Securities does not include substantially the same information as would be required to be included in such a registration (whether or not such Registrable Securities are statement covering the sale of the same series Registrable Securities; or class as a registration in which the Registrable Securities only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldare also being registered). Upon a demand, the Company will:; or

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) the four year anniversary of this Agreement, or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within 30 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 30 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders pursuant to Section 1.10 hereof. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Holders of Registrable SecuritiesSecurities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders 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 (the "Demand Party"“Board”) may make two written requests it would be seriously detrimental to the Company and its stockholders for such registration under statement to be filed, the Act Company shall have the right to defer such filing for a period of their Registrable Securities (a "Demand Registration")not more than 180 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 180-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) one hundred eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the Initial Offering, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) After the Company has effected 2 registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 2.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (iv) 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 right Company is already subject to make service in such a request was specifically transferred jurisdiction and except as may be required by the Investors Securities Act; (or any transfereev) If the Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At any time(a) If the Company shall receive six (6) months after the effective date of a Listing Event, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within twenty (20) days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 1.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a "Demand Registration")certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right or the similar right set forth in Section 1.4(b)(ii) more than once in any twelve (12)-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in an Excluded Registration). (d) In addition, the Investors Company shall not be obligated to effect, or of to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) unless After the right Company has effected three (3) registrations pursuant to make this Section 1.2 provided, however, that such a request was specifically transferred by registrations have been declared or ordered effective and that either (A) the Investors conditions of Section 1.5(a) have been satisfied or (or any transfereeB) the registration statements remain effective and there are no stop orders in effect to such transferee. Any registration statements; (ii) 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 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such request shall specify offering is not the number initial public offering of the Company’s securities, in which case, ending on a date ninety (90) days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to be sold and will also specify the intended method of disposition thereof, such method of disposition a request made pursuant to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:1.4 below.

Request for Registration. At (a) Subject to the conditions of this Section ‎1.2, if the Company receives at any timetime after the Initial Offering a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of all or part of the Registrable Securities held by them on a securities exchange whereby the Company’s Ordinary Shares are traded, then the Company shall, as soon as practicable after, and in any event within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (other than the Initiating Holders), and subject to the limitations of this Section ‎1.2 and applicable law, use best efforts to effect, as soon as practicable after such request is given, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section ‎1.2‎(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten public offering, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section ‎1.2 and the Company shall include such information in the written notice referred to in Section ‎1.2‎(a). In such event the right of any Holder to include its Registrable Securities 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 in the underwritten public offering (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 underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be so underwritten, the number of shares that may be included in the underwriting shall be allocated to the Holders of such Investors’ Registrable Securities so requesting to be registered on a pro rata basis, based on the number of Registrable Securities then held by all such Holders; provided, however, that no transferee the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Investors Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section ‎1.2 unless permitted to do so by the Initiating Holders, which permission shall not be unreasonably withheld, delayed or conditioned. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section ‎1.2 and to become effective less than one hundred twenty (120) days after the effective date of any registration requested pursuant to Section ‎1.2. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the second preceding sentence, concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members and shareholders of such Holder, or the estates and family members of any such transferee partners, members and retired partners, retired members and any trusts for the benefit of any of the foregoing persons shall be permitted deemed to request be a single “selling Holder” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a‎1.2: (i) in any particular jurisdiction in which the Company would be required to qualify to do business or otherwise to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act, it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required by the Holders pursuant to this Section 1 – it will not be able to excuse itself from the demand request based on this exclusion; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (iii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate anticipated price to the public (net of any underwriters’ discounts or commissions) of less than eight million US Dollars ($8,000,000); (iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date (A) one hundred eighty (180) days following the consummation of the Initial Offering; or (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section ‎1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or (v) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be effected at such time (or, if a registration statement has been filed, it would be materially detrimental to the Company or its shareholders for such registration statement to become effective or remain effective for as long as such registration statement otherwise would be required to remain effective), in which event the Company shall have the right to make defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request was specifically transferred shall be exercised by the Investors Company not more than once in any twelve (or any transferee12) month period. (d) For purposes of Section 1, the Initiating Holders shall be entitled to such transferee. Any such request determine that a registration shall specify not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 1.2(b), fewer than fifty percent (50%) of the total number of Registrable Securities proposed that Holders have requested to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities statement are actually included, provided that during the term of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demandthis Agreement, the Company will:Initiating Holders shall only be entitled to make a determination under this Section 1.2(d) two (2) times.

Request for Registration. At (a) If the Company shall receive a written Investor Request after September 27, 2003, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(c) below, file (as expeditiously as practicable, and in any timeevent within sixty (60) days after the receipt of such request) and use its best efforts to have declared effective a registration statement under the Securities Act on any applicable form as the Initiating Holders may reasonably request (which may include a "shelf" registration statement for use in connection with a delayed or continuous offering under Rule 415 promulgated under the Securities Act, provided that the Company, at its option, may use a Form S-3 or F-3 for such purpose so long as it is eligible to use such a form) with respect to all Registrable Securities which the Holders request to be registered by the giving of notice to the Company within thirty (30) days after the mailing of the Company's notice referred to above, each such notice to be given in accordance with Section 18 below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a). In the event of an underwritten offering, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders; PROVIDED, HOWEVER, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, among the Holders of Purchased Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by such Holders to be included in such offering in accordance with Section 2(a) until such Holders have included in the underwriting all shares requested by such Holders to be included, (ii) second, among any other holders of Common Shares representing who have exercised any piggyback registration rights with respect to such registration that are superior to the piggyback registration rights set forth in this Agreement, and (iii) thereafter among any other holders of Common Shares who have exercised their piggyback registration rights, if permitted hereunder, with respect to such registration. (c) The Company shall be obligated to effect only four (4) registrations pursuant to an Investor Request under this Section 2; PROVIDED, HOWEVER, that the Company shall not less be obligated to effect more than 25% one (1) registration pursuant to this Section 2 in any six (6) month period. The Company shall be obligated to cause any registration required to be effected pursuant to this Section 2(c) to become and remain effective throughout the proposed plan of distribution or for a period of six months, whichever is shorter. The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of a majority in interest of the aggregate Initiating Holders (in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were requested to be registered in the withdrawn registration by the Initiating Holders); PROVIDED, HOWEVER, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay all such expenses, the Initiating Holders shall not be required to pay any of such expenses, and the Initiating Holders shall retain their rights pursuant to this Section 2. (or any lesser amount d) Notwithstanding the foregoing, if the Company shall furnish 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 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 up to sixty (60) days after receipt of the request relates to all remaining Registrable Securities) (of the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Initiating Holders; providedPROVIDED, HOWEVER, that no transferee the Company may not utilize this right for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period; PROVIDED, FURTHER, that if at the Investors or time of any such transferee shall be permitted to request Investor Request for a registration pursuant to this Section 2(a2, the Company has fixed plans (following a resolution of the Board of Directors of the Company so authorizing) to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until one hundred twenty (120) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to make participate in such public offering pursuant to, and subject to, Section 3. (e) Upon the request of a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval majority of the Company if it is other than Initiating Holders for the termination of a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a)registration, the Company shall give written notice terminate such registration and such registration shall not be considered one of the four (4) registrations required under Section 2(c); provided, that the Initiating Holders pay the expenses of such registration request within 10 days after in accordance with Section 2(c) unless excused from doing so under the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request proviso set forth in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheldSection 2(c). Upon a demand, the Company will:.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after the earlier of (i) February 2, 2003 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% thirty percent (30%) or more of the aggregate number Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any timetime after six (6) months after the effective date of the Initial Offering, a written request from the Holders of Purchased Shares representing not less than 25% at least fifty percent (50%) or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price in excess of $10,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to Section 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Company shall not be required to effect a registration pursuant to Section 1.2(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to Section 1.2(a), and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to Section 1.2(a), a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period. (d) Subject to the conditions of this Section 1.2, if the Company shall receive, at any time after June 1, 2014, a written request from the Holders of a majority of the Registrable Securities that are received or receivable in respect of the Series B Preferred Stock (“Series B Registrable Securities”) and are then outstanding and held by the Class B Investors (the “Initiating Series B Holders”) that the Company file a registration statement under the Act covering the registration of Series B Registrable Securities with an anticipated aggregate offering price in excess of $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders of Series B Registrable Securities, and subject to the limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Series B Registrable Securities that the Series B Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(d). (e) If the Initiating Series B Holders intend to distribute the Series B Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.2(d) and the Company shall include such information in the written notice referred to in Section 1.2(d). In such event the right of any Series B Holder to include its Series B Registrable Securities in such registration shall be conditioned upon such Series B Holder’s participation in such underwriting and the inclusion of such Series B Holder’s Series B Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Series B Holders and such Series B Holder) to the extent provided herein. All Series B Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Series B Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Series B Registrable Securities), then the Company shall so advise all Series B Holders of Series B Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Series B Holders of such Series B Registrable Securities on a pro rata basis based on the number of Series B Registrable Securities held by all such Holders (including the Initiating Series B Holders). Any Series B Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration; provided, however, that no transferee the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Investors or Company are first entirely excluded from the underwriting and registration. (f) The Company shall not be required to effect a registration pursuant to Section 1.2(d): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of any process in effecting such transferee shall registration, unless the Company is already subject to service in such jurisdiction and except as may be permitted required under the Act; or (ii) during the period starting with the date sixty (60) days prior to request the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) after the Company has effected a registration pursuant to this Section 2(a1.2(d), and such registrations have been declared or ordered effective; or (iv) unless if the Initiating Series B Holders propose to dispose of Series B Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Series B Holders requesting a registration statement pursuant to Section 1.2(d), a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than one hundred twenty (or any transferee120) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities Initiating Series B Holders, provided that were the subject of the original demand) and such right to delay a request shall be exercised by the Company shall include not more than once in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering twelve (which approval shall not be unreasonably withheld). Upon a demand, the Company will:12)-month period.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) April 17, 2013 or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of Purchased Shares representing not less than 25% a majority of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least U.S.$10 million, then the Company shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2.2(b), use all commercially reasonable efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any lesser amount other provision of this Section 2.2, if the request relates underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act Holders of their Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a "Demand Registration")registration statement pursuant to this Section 2.2, 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, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that no transferee the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Investors Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a2.2: (i) After the Company has effected 3 registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.3 hereof, unless such offering is the right initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to make Section 2.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such a request was specifically transferred by registration statement to become effective; (iii) If the Investors (or any transferee) Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (iv) In any jurisdiction in which the Company would be sold and will also specify required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the intended method of disposition thereof, such method of disposition Company is already qualified to be do business or subject to the approval service of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included process in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:jurisdiction.

Request for Registration. At (a) If at any timetime the Company shall receive a written request from any Holder (for purposes of this Section 2.1, the Holders of Purchased Shares representing not less than 25% of “Initiating Holder”) that the aggregate number Company file a registration statement under the Act covering the registration of Registrable Securities held by Holders with an anticipated aggregate offering price of at least US$50,000,000, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 2.1, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders requests to be registered in a written request received by the Company within twenty (a "Demand Registration"); provided, that no transferee 20) days of the Investors or mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event the right of any Holder to include its Registrable Securities in such transferee registration shall be permitted conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holder and such Holder) to request the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by all of the Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall: (i) in the event that SoftBank is the Initiating Holder, first be allocated to SoftBank and the remainder to the Majority Shareholders pro rata, based on the number of Registrable Securities initially requested by each Majority Shareholder to be registered, as set forth in the notice given by such Majority Shareholder pursuant to Section 2.1(a). In no event shall any Registrable Securities held by SoftBank be excluded from such underwriting unless all other securities are first excluded; (ii) in the event that any of the Majority Shareholders is the Initiating Holder, be allocated pro-rata among the Participating Holders (as defined below) based on the number of Registrable Securities initially requested by each Participating Holder to be registered, as set forth in the notice given by such Participating Holder pursuant to Section 2.1(a); (iii) and, in the case of (i)-(ii) above, any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2(a2.1: (i) unless in any calendar year, after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (ii) during the period starting sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holder proposes to dispose of Registrable Securities that may be registered on Form F-3 pursuant to Section 2.3 hereof; or (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any the request of the Initiating Holder, provided that such Holder may request right shall be exercised by the Company not more than once in writing any twelve (12)-month period and provided further that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in not register any securities for the Demand Registration the Registrable Securities account of itself or any other shareholder during such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering ninety (which approval shall not be unreasonably withheld). Upon a demand, the Company will:90)-day period.

Request for Registration. At (a) If the Company shall receive at any timetime after the earlier of (i) one hundred and eighty days after the effective date of the Company’s initial public offering and (ii) three years after the date hereof, a written request from the Holders of Purchased Shares representing not less than 25a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of (i) Registrable Securities with an anticipated aggregate offering price of at least $5 million or (ii) at least 20% of the aggregate then outstanding Registrable Securities, then the Company shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or any lesser amount withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President 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, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request relates to all remaining Registrable Securities) (of the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration")Initiating Holders; provided, however, that no transferee the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Investors Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any such transferee shall be permitted action to request a effect, any registration pursuant to this Section 2(a1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective unless such registration is withdrawn prior to the right sale of the securities being registered because of material adverse developments at the Company; (ii) During the period starting with the date 90 days prior to make the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a request was specifically transferred by date 180 days after the Investors effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (or any transfereeiii) If the Initiating Holders propose to such transferee. Any such request shall specify the number dispose of shares of Registrable Securities proposed that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below. (iv) In any jurisdiction in which the Company would be sold and will also specify required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the intended method of disposition thereof, such method of disposition Company is already qualified to be do business or subject to the approval service of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included process in such registration (whether or not such Registrable jurisdiction and except as may be required under the Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will:Act.

Request for Registration. At (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time, time eighteen (18) months after the date of this Agreement a written request from the Holders of Purchased Shares representing not less than 25% fifty percent (50%) or more of the aggregate number Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Securities, then the Company shall, within twenty (or any lesser amount if 20) days of the receipt thereof, give written notice of such request relates to all remaining Registrable Securities) (Holders, and subject to the "Demand Party") may make two written requests for limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of their all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a "Demand Registration"part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in this Section 1.2(b). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company); provided, that no transferee if the registration statement relates to the Company’s Initial Offering, then underwriter or underwriters shall be selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Investors Initiating Holders). (c) Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require (i) a limitation of the number of securities underwritten or (ii) the exclusion of all or any such transferee portion of the Registrable Securities in the Initial Offering, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting, if any, shall be permitted allocated to request the Holders of such Registrable Securities on a pro rata basis based on the number of (x) Registrable Securities held by all such Holders (including the Initiating Holders) and (y) securities of the Company held by other holders that have the right as of the date hereof (or hereafter pursuant to Section 1.12 hereof) to require the Company to register securities on a registration statement filed pursuant to this Section 1.2; provided, that no Registrable Securities (or securities referred to in clause (y) above) shall be excluded unless and until all other securities of the Company, including securities issued for the account of the Company, have been excluded, and provided further that, if a Registration Statement filed pursuant to this Section 1.2 relates to the Initial Offering, then Registrable Securities may be excluded from the offering hereunder before any securities issued for the account of the Company. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) The Company shall not be required to effect a registration pursuant to this Section 2(a1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective (not including any registration in which more than 50% of the Registrable Securities that Holders request to be registered pursuant to Section 1.2(a) are excluded from such registration pursuant to Section 1.2(c)) ; or (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to make defer such filing for a request was specifically transferred by the Investors period of not more than ninety (or any transferee90) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may the request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as Initiating Holders, provided that such right to delay a request shall be exercised by the Registrable Securities Company not more than once in any twelve (12)-month period and provided further, that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities not register any other of any its shares during such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of ninety (90) day period; or (vi) if the Company if it is other than a firm commitment underwritten public offering has already effected any registration statement for the Holders within the six (which approval shall not be unreasonably withheld). Upon a demand, 6) month period preceding the Company will:date of such request.