Common use of Request for Registration Clause in Contracts

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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 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 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 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 reasonable 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 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.13, if the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementOctober 15, 2014 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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)Qualified Public Offering, a written request from the Holders holders of a majority twenty percent (20%) 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 at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)15,000,000, then the Company shall, within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.13, use its commercially reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.13(a); provided, however, that, simultaneously with the filing of such Registration Statement, the Initiating Holders must vote to convert all of the issued and outstanding shares of Preferred Stock of the Company to Common Stock (or, in the alternative, must elect to convert such Initiating Holder’s shares to Common Stock), as provided in the Restated Certificate (provided that any such election may be contingent on and subject to the closing of any such offering). (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.13 and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 1.13(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 underwritingunderwriting 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 1.21.13, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) 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 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 The Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.21.13: (i) After 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 initiated two such registrations pursuant to this Section 1.2 1.13, and such registrations have been declared or ordered effective;; or (iiiii) During during the period starting with the date 90 forty-five (45) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 90 one hundred eighty (180) days after following the effective date of, a Company-initiated registration subject to Section 1.3 1.2 hereof, unless such offering is provided that the initial public offering of Company delivers a certificate signed by the Company’s securities, in which case, ending on a date 180 Chief Executive Officer within thirty (30) days after of the effective date of such written request for registration subject to Section 1.3 hereof; provided that stating the same and the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) If if the Company has already effected a registration under this Section 1.13 within the previous twelve (12) months; or (v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.10 hereof; or (vi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.13, 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 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 made pursuant shall be exercised by the Company not more than once in any twelve (12)-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to Section 1.4 belowthe sale of securities of participants in a Company stock plan, 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).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth fourth anniversary date of this Agreement, Agreement or (ii) six months 180 days after the effective date of the first registration statement for a public offering of securities of the Company Company’s IPO (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 a SEC Rule 145 transaction), a written request from the Holders of a majority forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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)specified in such request, then the Company shall, : (i) within 10 ten (10) days of the receipt thereof, give written notice of such request in accordance with Section 6.5 to all Holders and shall, subject to (the limitations of subsection 1.2(b“Demand Notice”), use its reasonable best efforts to file ; (ii) as soon as practicable, and in any event within 90 sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice the Demand Notice by the Company, subject to the limitations of subsection 2.1(b); and (iii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a)Demand Notice. The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable subject only to the reasonable approval of the Company. In such event, the right of any Holder to include his 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 1.5(e2.3(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 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities issuable or issued upon conversion of the Company owned Preferred Stock (the “Preferred Registrable Securities”) pro rata on the basis of the number of such Preferred Registrable Securities requested to be registered by each participating Holdersuch Holders; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) 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 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 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) After the Company has effected two registrations pursuant to this Section 1.2 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 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 2.11 below; or (iv) Within ninety (90) days of the effective date of any other registration statement on Form S-1. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chief Executive Officer of the Company 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 become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with an acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided however, that the Company may not utilize this right 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 ninety (90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction. A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Initiating Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriters’ cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementApril 28, 2020, or (ii) six (6) months after the effective date of the first registration statement for a initial public offering of securities of the Company pursuant to an effective registration statement (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 a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed commissions in excess of $10,000,000)15,000,000, then the Company shall, within 10 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(b1.5(b), use its reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 fifteen (15) days of the mailing of such notice by the CompanyCompany in accordance with Section 3.4. (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 1.5 and the Company shall include such information in the written notice referred to in subsection 1.2(a1.5(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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(e1.8(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 1.21.5, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If the underwriter has not limited the number of Registrable Securities to be underwritten and has indicated to the Holders that marketing factors would permit the inclusion of additional securities without an adverse effect on the offering, the Company may include securities for its own account or for the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.21.5, 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 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. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.21.5: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 1.5 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 1.6 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 1.4 1.7 below.

Request for Registration. (a) If the Company shall receive at At any time and from time to time on or after the earlier of (i) the fifth anniversary date of this AgreementNESR Closing Date, 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), Olayan may make a written request from demand (such holder, the Holders of a majority of the Registrable Securities then outstanding that the Company file a “Initiating Holder”) for registration statement under the Securities Act covering of all or part of its Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the registration number of at least 25% Registrable Securities proposed to be registered and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities then outstanding (who wishes to include all or a lesser percent if portion of such holder’s Registrable Securities in the anticipated aggregate offering priceDemand Registration (each such holder including shares of Registrable Securities in such registration, net of underwriting discounts and commissionsincluding, would exceed $10,000,000without limitation, the Initiating Holder(s), then a “Demanding Holder”) shall so notify the Company shall, within 10 fifteen (15) days after the receipt by the holder of the receipt thereofnotice from the Company. Upon any such request, give written notice of such request the Demanding Holders shall be entitled to all Holders and shallhave their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the limitations of subsection 1.2(bprovisos set forth in Section 2.5.1(a), use its reasonable best efforts . Olayan shall be entitled to file as soon as practicable, and in any event within 90 days of cause the receipt of such request, a registration statement Company to effect up to two (2) Demand Registrations 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 Companythis Section 2.1.1. (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 file the registration statement in the written notice referred to respect of a Demand Registration as soon as practicable and, in subsection 1.2(a). The underwriter will be selected by any event, within sixty (60) days after receiving a majority in interest of the Initiating Holders request for a Demand Registration and shall be reasonably acceptable use reasonable best efforts to cause 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 same to be underwritten, then declared effective by the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (SEC as nearly promptly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holderpracticable after such filing; 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.that: (ci) 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 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 to take any action to effect, any registration effect a Demand Registration pursuant to this Section 1.2: 2.1.1(a) within sixty (i60) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 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 a previous Demand Registration, other than a Shelf Registration Statement or Resale Shelf Registration Statement; and (ii) the Company shall not be obligated to effect a Demand Registration pursuant to Section 1.3 hereof; provided that the Company 2.1.1(a) unless such demand request 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 for a number of Registrable Securities with a market value that may be immediately registered on Form S-3 pursuant is equal to a request made pursuant to Section 1.4 belowat least $25,000,000 as of the date of such request.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementMarch 11, 2002, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority 60% or more of the Registrable Securities (the "Initiating Holders") then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,00020,000,000), then the Company shall, within 10 ten (10) days of the receipt thereof, give written notice of such request to all Holders and any other Holder may also request the registration of Registrable Securities held by such Holder. The Company shall, subject to the limitations of subsection 1.2(b1.2(e), use its reasonable best efforts to file effect as soon as practicable, and in any event shall use its best efforts to effect within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with paragraph 5.5. (b) If the Holders initiating Company shall receive at any time after the earlier of (i) March 11, 2002, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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 Enron Communications Group, Inc. or any assignee of the rights of Enron Communications Group, Inc. pursuant to Section 1.13 ("Enron") that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then held by Enron (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request hereunder to all other Holders and any other Holder may also request the registration of Registrable Securities held by such Holder. The Company shall, subject to the limitations of subsection 1.2(f), effect as soon as practicable, and in any event shall use its best efforts to effect within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which Enron and the Holders request to be registered within twenty (“20) days of the mailing of such notice by the Company in accordance with paragraph 5.5. (c) If the Company shall receive at any time after the earlier of (i) March 11, 2002, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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 MCI Worldcom Venture Fund, Inc. or any assignee of the rights of MCI Worldcom Venture Fund, Inc. pursuant to Section 1.13 ("MCI WorldCom") that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then held by MCI WorldCom (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all other Holders and any other Holder may also request the registration of Registrable Securities held by such Holder. The Company shall, subject to the limitations of subsection 1.2(g), effect as soon as practicable, and in any event shall use its best efforts to effect within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which MCI WorldCom and the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with paragraph 5.5. (d) Subject to the limitations set forth in Section 2.6 hereof, in the event that, subsequent to expiration of the Exclusion Period (as defined in Section 2.6), an Excluded Investor (as defined in Section 2.6) acquires greater than five percent (5%) of the Common Stock of the Company (on a fully diluted, as converted to Common Stock basis) (the "Excluded Investment"), then if the Company shall receive a written request from MCI WorldCom that the Company file a registration statement under the Act covering the registration of all of the Registrable Securities then held by MCI WorldCom, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all other Holders and any other Holder may also request the registration of Registrable Securities held by such Holder. The Company shall, subject to the limitations of subsection 1.2(h), effect as soon as practicable, and in any event shall use its best efforts to effect within the later to occur of (i) sixty (60) days of the receipt of such request or (ii) one hundred eighty (180) days of the closing of the Excluded Investment, the registration under the Act of all Registrable Securities which MCI WorldCom and the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with paragraph 5.5. (e) If the Initiating Holders”) Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by Initiating Holders holding a majority in interest of the Initiating Holders Registrable Securities proposed to be included in the registration 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting by the Initiating Holders holding a majority of the Registrable Securities proposed to be included in the registration. 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 allocated: (i) first, among all participating Holders thereof, including the Initiating Holders, allocated among such Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned proposed to be included in the registration by each participating Holder; providedand (ii) second, howeverto the extent of any remaining shares that may be underwritten, to the holders of any other securities. (f) If Enron intends to distribute the Registrable Securities covered by its request under subsection 1.2(b) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(b). The underwriter will be selected by Enron and shall be reasonably acceptable to the Company. In such event, the right of any other 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 Enron and such Holder) to the extent provided herein. Enron and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Enron. Notwithstanding any other provision of this Section 1.2, 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 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: (i) first, to Enron or its assignee; (ii) second, to the extent of any remaining shares that may be underwritten, among all other Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company proposed to be included in the registration by each such Holder; and (iii) third, to the extent of any remaining shares that may be underwritten, to the holders of any other securities. (g) If MCI WorldCom intends to distribute the Registrable Securities covered by its request under subsection 1.2(c) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(c). The underwriter will be selected by MCI WorldCom and shall be reasonably acceptable to the Company. In such event, the right of any other 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 MCI WorldCom and such Holder) to the extent provided herein. MCI WorldCom and all Holders proposing to distribute their securities through such underwriting shall not (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 MCI WorldCom. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be reduced unless 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: (i) first, to MCI WorldCom or its assignee; (ii) second, to the extent of any remaining shares that may be underwritten, among all other securities are first entirely excluded from Holders thereof in proportion (as nearly as practicable) to the underwritingamount of Registrable Securities of the Company proposed to be included in the registration by each such Holder; and (iii) third, to the extent of any remaining shares that may be underwritten, to the holders of any other securities. (ch) If MCI WorldCom intends to distribute the Registrable Securities covered by its request under subsection 1.2(d) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(d). The underwriter will be selected by MCI WorldCom and shall be reasonably acceptable to the Company. In such event, the right of any other 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 MCI WorldCom and such Holder) to the extent provided herein. MCI WorldCom and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by MCI WorldCom. Notwithstanding any other provision of this Section 1.2, 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 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: (i) first, to MCI WorldCom or its assignee; (ii) second, to the extent of any remaining shares that may be underwritten, among all other Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company proposed to be included in the registration by each such Holder; and (iii) third, to the extent of any remaining shares that may be underwritten, to the holders of any other securities. (i) The Company is obligated to effect only (i) two (2) such registrations pursuant to subsection 1.2(a), (ii) one (1) such registration pursuant to subsection 1.2(b), (iii) one (1) such registration pursuant to subsection 1.2(c) and (iv) one (1) such registration pursuant to subsection 1.2(d). (j) Notwithstanding the foregoing, if the Company shall furnish to either Holders requesting a registration statement pursuant to this Section 1.2, to Enron or to MCI WorldCom, 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 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 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders, Enron or MCI WorldCom, as applicable; provided, however, that the Company may not utilize this right more than once twice in any twelve-twelve month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If Following the Company’s initial public offering, the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a public offering use its best efforts to become eligible to register offerings of securities of on Commission Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request registration on Form S-3 (other than a registration statement relating either which request shall be in writing and shall state the number of shares of Registrable Securities to be registered and the sale intended method of securities to employees disposition of shares by such Holders), and upon receiving such request 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 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 Registrable Securities then outstanding shall (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, 1) within 10 ten days of the receipt thereofby the Company of such request, give written notice of such request the proposed registration to all other Holders and shall, subject to the limitations of subsection 1.2(b), (2) use its reasonable best efforts to file effect such registration as soon as practicable, and in any event within 90 120 days of the receipt of such request, a registration statement under together with all or such portion of the Securities Act covering all Registrable Securities which of any Holder or Holders joining in such request as specified in a written request received by the Holders request to be registered Company within 20 days after receipt by the other Holders of the mailing of such written 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 from the Company as a part of their request made referenced above in (1). The Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.2 2.4(a): (i) unless the Holders requesting registration propose to dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; (ii) during the period starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and the Company shall include delivers notice of such information in intent to the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest applicable Holders within 15 days 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.request; (ciii) Notwithstanding the foregoing, more than twice in any twelve-month period; or (iv) if the Company shall furnish to such 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 or its shareholders stockholders for such registration statement statements to be filed and it is therefore essential in the near future, then the Company’s obligation to defer the filing of such use its best efforts to file a registration statement, the Company statement under this Section 2.4 shall have the right to defer such filing be deferred for a period of not more than 120 to exceed 90 days after from the receipt of the request of the Initiating to file such registration by such Holder or Holders; provided, however, that the Company may shall not utilize this exercise such right more than once in any twelve-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementAugust 26, 2016 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 at least a majority of the Registrable Securities then outstanding or the Holders of at least a majority of the Series D Preferred Stock then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)5,000,000, 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 reasonable 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 his 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 which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After with respect to registrations under this Section 1.2 other than those requested solely by holders of Series D Preferred Stock, after the Company has effected two (2) such registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During with respect to registrations under this Section 1.2 requested solely by holders of Series D Preferred Stock, after the Company has effected two (2) such registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (iii) 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof1.3; provided provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below1.4.

Request for Registration. (a) If At any time from and after the termination of effectiveness of the Registration Statements, each time the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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 proposes 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 a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering with respect to an offering by the Company for its own account or for the account of its security holders of any class of equity security (other than a registration of at least 25% of the Registrable Securities then outstanding statement (A) on Form S-4 or S-8 (or a lesser percent if any substitute form that is adopted by the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000Commission), then (B) filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders) or (C) filed in connection with an acquisition, merger or similar transaction, the Company shall, within 10 days of the receipt thereof, shall give written notice of such request to all Holders and shall, subject proposed filing to the limitations of subsection 1.2(b), use its reasonable 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 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 which would otherwise be underwritten pursuant heretoas soon as practicable (but in no event less than ten business days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities that as each such Holder may be included in request (which request shall specify 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 intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company owned by each participating Holder; provided, however, that shall use commercially reasonable best efforts to cause the number managing underwriter or underwriters of shares of a proposed underwritten offering to permit the Registrable Securities requested to be included in such underwriting shall not a Piggy-Back Registration to be reduced unless all included on the same terms and conditions as any other similar securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall furnish have the right to Holders requesting a withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 1.2, a certificate signed 8.4(a) 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 giving written notice 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 statementwithdrawal. The Company, the Company shall have the right to defer such filing for in its sole discretion, may withdraw 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 Piggy-Back Registration at any twelve-month period. (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 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 time prior to the Company’s good faith estimate of the date of filing oftime it becomes effective, 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 date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts shall give immediate notice of such withdrawal to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such Piggy-Back Registration.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date ------------------------ first underwritten public offering of this Agreementsecurities for the account of the Corporation, or and (ii) the date two (2) years from the date hereof, the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2) from the Holder or Holders at least fifty percent (50%) of the then outstanding Registrable Securities that the Corporation file a registration statement under the Act, or a similar document pursuant to any other statute then in effect corresponding to the Act, covering the registration of at least the lesser of (i) at least twenty-five percent (25%) of the then outstanding Registrable Securities and (ii) Registrable Securities the expected price to the public of which equals or exceeds $10,000,000, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested be registered to be registered under the Act. Notwithstanding the foregoing, (a) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the Corporation's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation's estimate of the date of filing such registration statement is made in good faith; (b) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 within six (6) months after the effective date of the first a prior 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 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 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 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 reasonable 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 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 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 HolderSection; 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) Notwithstanding the foregoing, if the Company Corporation shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company Corporation stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and Corporation or its shareholders stockholders for such a registration statement to be filed and it is therefore essential in the near future, then the Corporation's obligation to defer the filing of such use its best efforts to file a registration statement, the Company statement shall have the right to defer such filing be deferred for a period of not more than 120 days after receipt of the request of the Initiating Holdersto exceed three (3) months; provided, however, that the Company may not utilize this right more than once in any twelve-month period. and (d) In addition, the Company Corporation may postpone a registration pursuant to this election for such period of time as may be required to permit the use of regular audited year-end financial statements with supplemental short period figures for a period not exceeding six (6) months unless the Holders agree to bear the costs of any special audit. The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: effect more than two (i2) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared 2. Any request for registration under this Section 2 must be for a firm commitment underwritten public offering to be managed by an underwriter or ordered effective; (ii) During the period starting with the date 90 days prior underwriters of recognized national standing reasonably acceptable 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 belowCorporation.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the fifth anniversary date of this Agreement, or and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating 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)Initial Offering, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)20,000,000, then the Company shall, within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its reasonable best efforts to file to, as soon as practicable, and in any event within 90 days of the receipt of such request, file a registration statement under the Securities Act covering with respect to all of the Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such notice registration statement to be declared effective by the CompanySEC as soon as practicable. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is 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; provided, however, that a registration shall not be considered “effected” if, as a result of the underwriter’s right in Section 1.2(b) to limit the number of securities underwritten, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; or (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 is actively employing in good faith reasonable best 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, 1.2 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company stating intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period. twelve (d) In addition12)-month period and provided, further, that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date 90 days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereofa corporate reorganization or transaction under Rule 145, unless such offering is a registration on any form that does not include substantially the initial public offering same information as would be required to be included in a registration statement covering the sale of the Company’s securitiesRegistrable Securities, or a registration in which case, ending on a date 180 days after the effective date only Common Stock being registered is Common Stock issuable upon conversion of such registration subject to Section 1.3 hereof; provided debt securities 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 1.4 beloware also being registered).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementNovember 1, 2016, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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 one or more Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an aggregate offering price of at least 25% of the Registrable Securities then outstanding Ten Million Dollars (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 10 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 reasonable best efforts to file a registration statement under the Securities Act as soon as practicable, and in any event within 90 sixty (60) days of the receipt of such request, a registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany 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 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 holders of a majority in interest of the Registrable Securities held by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include 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 the holders of a majority in interest of the Registrable Securities held by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (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 registrations have been declared or ordered effective; (ii) During the period starting with the date 90 ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof, hereof unless such offering is the initial public offering of the Company’s securitiesQualified IPO, in which case, ending on a date 180 one hundred eighty (180) days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (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 1.4 below.

Request for Registration. (a) If the Company shall receive If, at any time after the earlier of (i) the fifth four-year anniversary of the date of this Agreementhereof, or (ii) six months after the effective date of the first registration statement for a Company’s initial public offering of securities of offering, 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), receives a written request from the Holders of a majority of the Registrable Securities then outstanding and from the Holders of three-fourths of the then outstanding shares of Series C Preferred Stock, shares of Series D Preferred Stock and shares of Series E Preferred Stock, acting together as a separate class on an as-converted basis, (collectively, the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price to the public of underwriting discounts and commissions, would exceed at least $10,000,000)15,000,000, then the Company shall, within 10 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its all commercially reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement cause to be registered under the Securities Act covering all of the Registrable Securities which the Holders request that each such Holder has requested to be registered by written notice delivered to the Company within 20 days of after the mailing of such the aforementioned notice by the Company. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 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 Company, which underwriter shall be reasonably acceptable to the Companyholders of a majority of the outstanding shares of the Registrable Securities that 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 outstanding shares held by the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingsuch 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 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, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than 120 45 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once twice in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 45-day period (other than in a Qualified IPO or an Excluded Registration). (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 If within 30 days of receiving a request pursuant to Section 1.2(a), the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During provides the period starting with the date 90 days prior to Initiating Holders notice of the Company’s good faith estimate intent to file a registration statement within 90 days of the date of filing ofsuch request, for a period commencing on the date of such notice and, provided such registration statement is filed within such 90-day period, and ending on a the date 90 180 days after the effective date of, a of such registration subject to Section 1.3 hereof, statement unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 180 90 days after the effective date of such registration subject to Section 1.3 hereofstatement; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iiiii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If Subject to the limitations and conditions of Section 2(a)(ii), if the Company shall receive at from any time after Holder or any group of Holders (each a “Requesting Holder,” and collectively, the earlier of “Requesting Holders”) a written demand (i) the fifth anniversary date “Demand Notice”), such Demand Notice permitted to be delivered immediately upon the execution of this Agreement, or (ii) six months after the effective date of the first registration statement for a public offering of securities of that the Company effect any Registration (other than the “Demand Registration”) with respect to all or 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 a majority part of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration owned by such Requesting Holder(s) having an estimated aggregate fair market value of at least 25$50,000,000 or 100% of the Registrable Securities then outstanding (or a lesser percent held by such Requesting Holder if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate offering price, net price of underwriting discounts less than $50,000,000 (which demand shall set forth the specified amount of Registrable Securities for which registration is requested and commissions, would exceed $10,000,000the intended method of disposition thereof), then the Company shall, within 10 days of the receipt thereof, : (1) as promptly as reasonably practicable give written notice of such request the proposed Registration to all other Holders and shall, subject to in accordance with the limitations terms of subsection 1.2(bSection 2(b), ; (2) use its commercially reasonable 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 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 Registration Statement with the Company as provided Commission in subsection 1.5(e)) enter into an underwriting agreement in customary form accordance 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 HoldersRequesting Holder(s), including without limitation the method of disposition specified therein and covering resales of the Registrable Securities requested to be registered, as promptly as reasonably practicable but no later than within 30 days of receipt of the Demand Notice; (3) use commercially reasonable efforts to cause such Registration Statement to be declared or become effective as promptly as practicable, but in no event later than 30 days after the date of initial filing of a Registration Statement pursuant to Section 2(a)(i)(2); and (4) use commercially reasonable efforts to keep such Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for the period as requested in writing by the Requesting Holder(s) or such longer period as may be requested in writing by any Holder participating in such Registration (which periods shall be extended to the extent of any suspensions of sales pursuant to Section 2(a)(ii)(3)); provided, however, that the Company may not utilize this right more than once shall be permitted to file a post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement in any twelve-month period. (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 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 lieu 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 date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 an additional Registration Statement pursuant to Section 1.4 below2(a)(i) to the extent the Company determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to their intended plan of distribution.

Request for Registration. (a) If the Company shall receive at any time after the earlier expiration of (i) the fifth anniversary date of this Agreement, or (ii) six months after 180 days from the effective date of the first registration statement for a the initial 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)Company, a written request from the Holders of a majority at least 10% 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 Holders' Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts as limited in amount pursuant to Section 1.1(b) and commissions, would exceed $10,000,000Section 1.2(d), 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 reasonable best efforts to file effect as soon as practicable, and in any event shall use its best efforts to effect within 90 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Companyregistered. (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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect pursuant to this Section 1.2. only two (2) such registrations per year, per Holder. (1) The maximum amount of Registrable Securities which may be registered by any Holder pursuant to this Section 1.2 in any twelve-month period is an amount equal to one third of the shares of Common Stock held by each of the Investors, respectively, on the effective date of the Company's initial public offering of its Class A Common Stock (i.e. if the Greexxxxx Xxxily Trust owns 3,000,000 shares on the effective date and Michxxx Xxxxxxxxx xxxs 1,500,000 shares on the effective date, then the Greexxxxx Xxxily Trust, or transferees of the Greexxxxx Xxxily Trust would be entitled to register up to a maximum of 1,000,000 shares in any twelve-month period, as adjusted pursuant to Section 1.1(b), Section 1.3 and this Section 1.2, and Michxxx Xxxxxxxxx xx his transferees would be able to register up to a maximum of 500,000 shares in any twelve-month period as adjusted pursuant to Section 1.1(b), Section 1.3 and this Section 1.2), such amounts may be reduced by any sales made by an Investor during the subject twelve-month period pursuant to (i) Rule 144, (ii) any private transactions, or (iii) an effective registration statement; excluded from such amounts are any sales of securities made pursuant to a registration statement which was filed in any previous twelve-month period. (2) The twelve-month period immediately following the Company's initial public offering will exclude any shares sold by an Investor pursuant to the Company's initial public offering. (3) During the first twelve-month period commencing upon the transfer of shares from an Investor to a transferee, any transferees of the Investors are entitled to register a maximum amount of shares equal to the lesser of (i) the amount the respective Investor is entitled to register for the twelve-month period immediately preceding the transfer or (ii) the number of Registrable Securities that are actually transferred to the transferee. (e) Notwithstanding the foregoing, if the Company shall furnish to Holders each Holder 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this shall only be permitted to exercise its right more than of deferral once in any twelve-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (iA) the fifth third anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a public offering date hereof and (B) 180 days following the consummation 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 optionregistration statement filed by the Company under the Securities Act in connection with the initial firm underwritten offering of its securities to the general public, stock purchase or similar plan or an SEC Rule 145 transaction), the Company shall receive a written request from the Holders of a at least (A) majority of the Registrable Securities then outstanding in the case of the first such registration or (B) one-third of the Registrable Securities then outstanding in the case of the second such registration, and in each case the aggregate offering price of such registration is at least $5,000,000, that the Company file a registration statement under the Securities Act covering the registration of at least 25% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000)outstanding, then the Company shall, : (i) within 10 20 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), Holders; and (ii) use its reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of Section 1.2(b), within 20 days of the mailing of such notice by the CompanyCompany in accordance with Section 4.5. (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 1.2(a) and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable requesting registration of Registrable Securities pursuant to the Companythis Section 1.2. In such event, the right of any Holder to include his 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 1.5(eSection 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 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 thereofelecting to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested by each participating Holdersuch 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 for the Company’s account) 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 or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential 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 120 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right under Section 1.12(b) more than once in any twelve12-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. (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 after the Company has effected two registrations pursuant to this Section 1.2 and provided that (1) each such registrations have registration has been declared or ordered effectiveeffective and (2) each such registration statement remains effective and there are no stop orders in effect to such registration statement; (ii) During within 12 months after the effective date of the first registration made pursuant to this Section 1.2; (iii) during the period starting with the date 90 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 180 days after the effective date of, a registration subject to Section 1.3 hereof, or Section 1.12 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 180 90 days after the effective date of such registration subject to Section 1.3 hereofregistration; provided provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) 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 1.4 1.12 below.

Request for Registration. (a) If the Company shall receive at At any time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a Company has completed an initial public offering of securities common stock and warrants (the "IPO") and shall no longer be restricted from commencing a second registration pursuant to applicable law, one or more Stockholders holding in the aggregate at least 7% of the Company shares of outstanding Common Stock (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 each an SEC Rule 145 transaction), a written "Initiating Holder") may request from the Holders of a majority of the Registrable Securities then outstanding in writing that the Company file a effect pursuant to this Section 6 the registration statement of any of such Initiating Holders' Stockholder Shares under the Securities Act covering (a "Demand Registration"). The Initiating Holder's request shall specify the registration Stockholder Shares requested to be registered, the proposed amounts thereof, and the intended method of at least 25% disposition by such Initiating Holders. Upon receipt of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceinitiating Holder's written request, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 days of the receipt thereof, shall promptly give written notice of such request requested registration to all Holders Stockholders, and shallthereupon the Company will, subject to the limitations of subsection 1.2(b)as expeditiously as reasonably possible, use its reasonable best efforts to file as soon as practicableeffect the registration of: (i) the Stockholder Shares which the Company has been so requested to register by the Initiating Holder, for disposition in accordance with the intended method of disposition stated in such request, and in any event (ii) all other Stockholder Shares owned by Stockholders, the holders of which shall have made a written request to the Company for registration thereof (which request shall specify the Stockholder Shares requested to be registered, the proposed amounts thereof and the intended method of disposition by such Stockholder) within 90 thirty (30) days of after 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 written notice by from 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 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) all to the extent provided herein. All Holders proposing requisite to distribute their securities through such underwriting shall (together with permit the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with disposition by 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 holders of the number of shares securities constituting Stockholder Shares so to be underwrittenregistered, 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 provided that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 required to effect, or to take any action to effect, effect any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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, 6 if it is a registration subject with respect to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts not required 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 pay expenses pursuant to Section 1.4 below6(b)(i) unless the Company shall have received assurances satisfactory to it that the Initiating Holder will bear the expenses of registration.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) five (5) years after the fifth anniversary date of this Agreement, Agreement or (ii) six months 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 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 a SEC Rule 145 transaction), a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the representing either an anticipated aggregate public offering price, net of price (before any underwriting discounts and commissions, would exceed ) of not less than five million dollars ($10,000,000)5,000,000) or at least twenty percent (20%) of all Registrable Securities then outstanding, then the Company shall, : (i) within 10 twenty (20) 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 reasonable best efforts to file Holders; (ii) as soon as reasonably practicable, and in any event within 90 sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.1(b), within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 6.5; and (iii) use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable but in no event later than ninety (90) days after such request. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Holder to include his 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 1.5(e2.3(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 1.22.1, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. 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 one hundred (100) shares. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration (i) pursuant to this Section 2.1: (A) If the Company receives the request for registration six (6) months or less before the expected date of filing of the registration statement for the Company’s IPO; (B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (C) After the Company has effected two (2) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (D) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (E) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act; or (ii) pursuant to any other provision of this Agreement: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (B) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action would be materially detrimental to the Company and its shareholders, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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. (d) In addition, the Company . A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and counted until 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause time as such registration statement to become effective; or has been declared effective by the SEC (iii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, less than all of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) 4 years after the fifth anniversary date of this Agreement, Agreement or (ii) six months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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)outstanding, then the Company shall, : (i) within 10 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 reasonable best efforts to file Holders; (ii) as soon as practicable, and in any event within 90 60 days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.1(b), within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 6.5; and (iii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than 90 days after such request. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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 1.5(e2.3(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 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration (i) pursuant to this Section 2.1: (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 Securities Act; (2) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (3) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (4) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (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 Securities Act; or (2) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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. (d) In addition, period and provided further that the Company shall not be obligated register any securities for the account of itself or any other person during such ninety (90) day period other than a registration statement relating either to effect, or the sale of securities to take any action to effect, any registration employees of the Company pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared a stock option, stock purchase 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 ofsimilar plan or an SEC Rule 145 transaction, a registration subject on any form that does not include substantially the same information as would be required to Section 1.3 hereof, unless such offering is be included in a registration statement covering the initial public offering sale of the Company’s securitiesRegistrable Securities, or a registration in which case, ending on a date 180 days after the effective date only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause time as such registration statement to become effective; or has been declared effective by the SEC (iii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive receives at any time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first IPO 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 at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% US$10,000,000 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)Securities, 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(b2(b), use its reasonable 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 in a written request received by the Company within 20 10 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 2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2(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 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 1.5(e5(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 1.22, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the 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 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 to take any action to effect, any registration pursuant to this Section 1.22: (i) After after the Company has effected two registrations pursuant to this Section 1.2 2 and such registrations have been declared or ordered effective; (ii) During if the Company has effected a registration pursuant to this Section 2 within the preceding 12 months, and such registration has been declared or ordered effective; (iii) during the period starting with the date 90 sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 90 one hundred eighty (180) days after following the effective date of, a Company-initiated registration subject to Section 1.3 hereof3, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or; (iiiiv) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 4 below; or (v) if the Company furnishes to Holders requesting a registration pursuant to this Section 2, a certificate signed by the CEO stating that in the good faith judgment of the Board, 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 defer such filing for a period of not more than 60 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 twice in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such 60 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, stock purchase or similar plan; 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered.

Request for Registration. (a) If the Company shall receive at At any time after the earlier of latter of: (i) the fifth anniversary date of this Agreement, or (ii) with respect to Series A Preferred Shares — six months after shall have elapsed from the effective date of the first registration statement for a public offering of securities Initial Public Offering; (i) with respect to Preferred B Shares, the date that is three (3) years from the closing of the Company (other than a registration statement relating either to Series B Share Purchase Agreement or six months shall have elapsed from the sale of securities to employees effective date of the Initial Public Offering; (ii) with respect to Preferred C Shares, the date that is three (3) years from the first closing of the Series C Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iii) with respect to Preferred D Shares, the date that is three (3) years from the First Closing Date as defined in the Series D Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iv) with respect to Preferred E Shares, the date that is three (3) years from the First Closing Date as defined in the Series E Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; the holders of Preferred Registrable Securities (the “Initiating Holders”) shall have the right to make several separate written demands (but the Company pursuant shall not be obligated to a stock option, stock purchase or similar plan or an SEC Rule 145 transactioneffect more than two (2) demands), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration public sale of at least 25% all or part of the Registrable Securities then outstanding owned by such Initiating Holders (or a lesser percent if “Demand”), provided, however, that any such Demand must include the anticipated registration of Registrable Securities with an aggregate offering priceprice of at least US$5,000,000. Upon the occurrence of such Demand, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 days of the receipt thereof, will: (a) promptly give written notice of such request the proposed registration to all Holders and shall, subject to the limitations of subsection 1.2(b), use its reasonable best efforts to file other Holders; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration, (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and in any event within 90 days of the receipt of such request, a registration statement appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities which the Holders request to be registered within 20 days as are specified in such Demand, together with all or such portion 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 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 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 Holder or Holders joining in such request as are specified in a written request received by the Company owned by each participating Holderwithin twenty (20) days after receipt of such written notice from the Company; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless all other securities are first entirely excluded obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.2 as follows: (1) If at the time of the request from the underwriting.Initiating Holders the Company gives notice, within thirty (30) days of such request, that it is engaged in preparation of a registration statement for a firmly underwritten registered public offering (for which the registration statement will be filed within ninety (90) days of such Company’s notice) in which the Holders may include Registrable Securities pursuant to Section 2.3 below, in which event the Demand shall not count as such under this Section 2.2(i); (c2) Notwithstanding After the foregoingCompany has effected two (2) such registrations pursuant to this subparagraph 2.2(i), if and such registrations have been declared or ordered effective and have remained effective as required under the terms of this Agreement; or (3) If the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and or its shareholders for such a registration statement to be filed in the near future, then the Company’s obligation to use commercially reasonable efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed ninety (90) days in any twelve (12) months period from the date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period, and it is therefore essential provided further that a Demand so deferred may be withdrawn and not be counted as such under this Section 2.2(i). (4) If marketing factors require a limitation of the number of shares to defer be registered pursuant to this Section 2.2, then the filing provisions of Section 2.3 hereunder shall apply, mutatis mutandis, to the allocation of such registration statementlimited number of Registrable Securities among the participating Holders. (5) Subject to the foregoing clauses (1) through (4), the Company shall have file a registration statement covering the right Registrable Securities so requested to defer such filing for a period of not more than 120 days be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that Holders and effect the Company may not utilize this right more than once in any twelve-month period. (d) In addition, prompt registration under 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 Securities Act of all the Registrable Securities which the Company has effected two registrations pursuant been so requested 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If register by 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 1.4 belowand the other Holders.

Request for Registration. (a) If the Company shall receive at 2.1.1. At any time after the earlier Effective Date and prior to an Initial Public Offering, any one or more Holders of (i) the fifth anniversary date of this AgreementRegistrable Securities holding, or (ii) six months after the effective date together with its Affiliates, at least 50% of the first outstanding Registrable Securities (the “Initial Requesting Holder”) may request registration statement for a public offering under the Securities Act 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 all or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority any portion of the Registrable Securities then outstanding that held by such Initial Requesting Holder on Form S-1 or similar long-form registration (the Company file a “Initial Demand Registration”). 2.1.2. At any time after the Initial Public Offering, any one or more Holders of Registrable Securities (the “Requesting Holder”) may request registration statement under the Securities Act covering the registration of at least 25% all or any portion of the Registrable Securities then outstanding held by such Requesting Holder on Form S-1 or similar long-form registration (a “Long-Form Registration”) with respect to up to one Long-Form Registration per annum (up to a maximum of three total Long-Form Registrations) and an unlimited number of registrations under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder on Form S-3 or any similar short-form registration (a lesser percent “Short-Form Registration”), if available (any registration under this Section 2.1, a “Demand Registration”); provided that (i) in the case of a Long-Form Registration such Requesting Holder will be entitled to make such demand only if the anticipated aggregate total offering price, net price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of underwriting discounts discounts) is reasonably expected to exceed, in the aggregate, $40 million and commissions(ii) in the case of a Short-Form Registration, would exceed such Requesting Holder will be entitled to make such demand only if the total offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $10,000,000)25 million. Subject to the provisions of Section 4 below, 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), will use its reasonable best efforts to file a registration statement for such intended method of distribution, as soon promptly as practicable, but not later than (x) 45 days after such Demand Notice in the case of a registration with a Long-Form Registration and (y) 30 days after such Demand Notice in the case of a registration with a Short-Form Registration, 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 each case 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 use 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or (iii) If be declared effective under 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 1.4 belowAct as promptly as practicable after the filing thereof.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date admission to trading of this Agreement, or the Company’s ordinary shares on any public securities market (including a Listing) and (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 optionNovember 19, stock purchase or similar plan or an SEC Rule 145 transaction)2006, a written request from the Holders of a majority of the Registrable Securities then outstanding Shareholders making such request that the Company file a registration statement (other than a registration statement pursuant to Rule 415) under the Securities Act covering the registration of Registrable Securities representing at least 2520% in nominal value of the Registrable Securities ordinary shares of the Company then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000an Initial Request), then the Company shall, within 10 days subject to the terms and conditions of the receipt thereofthis Agreement, give written notice within fourteen (14) days of receipt of an Initial Request to all other Shareholders that such an Initial Request has been received. Each such other Shareholder may request, by delivery of written request (all such requests together with the Initial Request, the Requests and each a Request) to the Company, that the Company also register the number of such request Shareholder’s Registrable Securities specified in such notice, provided that the Company receives such Request within fourteen (14) days of the mailing of such notice by the Company. Any Shareholder making a Request (a Requesting Shareholder) shall specify (i) the number of Registrable Securities to all Holders be registered, (ii) such Requesting Shareholder’s plan of distribution, including the jurisdictions in which the Registrable Securities are expected to be offered and shall(iii) whether the Registrable Securities shall be part of an underwritten offering. Subject to the terms and conditions of this Agreement, subject to including the terms described in this subsection 1.2(a) and the limitations of subsection 1.2(bsubsections 1.2(b)-(e), use its the Company shall employ in good faith all reasonable best efforts to file effect as soon as practicable, and in any event within 90 two hundred ten (210) days of the receipt of such requestthe Initial Request, a the registration statement under the Securities Act covering all of only those Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice covered by the CompanyRequests. (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 underwrittenregistered, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included registered shall be reduced pro rata among the Requesting Shareholders. If the Requesting Shareholders making the Initial Request intend to distribute the Registrable Securities covered by the Requests by means of an underwritten offering, the managing underwriter shall be selected by the Company and shall be reasonably acceptable to the Requesting Shareholders participating in such underwriting underwritten offering holding a majority in nominal value of Registrable Securities to be registered (a Majority Interest); provided, that, after notice of such selection is provided by the Company to the Requesting Shareholders participating in such underwritten offering, such selected managing underwriter shall not be reduced deemed to have been accepted by such Requesting Shareholders unless all other securities are first entirely excluded from such Requesting Shareholders holding a Majority Interest, within fourteen (14) days after the underwritingCompany has given such notice, have notified the Company in writing of their objection to the selection of such managing underwriter. (c) The Shareholders shall be entitled to a total of two (2) F-2 or F-3 demand registrations (or other short-form registrations) per year if the Company qualifies for the use thereof. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, the Requesting Shareholders a certificate signed by the President Chairman of the board of directors of the Company stating that in the good faith judgment judgement of the Board board of Directors of the Companydirectors, it would be seriously detrimental materially adverse 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 ninety (90) days after receipt of from the request of date on which the Initiating HoldersCompany delivers such certificate; provided, however, that the Company may not utilize utilise this right more than once in any twelve-month period. The Shareholders hereby acknowledge that any notice given by the Company pursuant to this Section 1.2 shall constitute material non-public information and that the U.S. securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (de) 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 after the Company has effected two (2) registrations (excluding any short form registration requested pursuant to 1.2(c)) pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During during the period starting with the date 90 ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If if the Initiating Holders Requesting Shareholders propose to dispose of shares of Registrable Securities that may be immediately be, at the time of such proposal, registered on Form S-3 pursuant to a request made pursuant to Section 1.4 1.3 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementNovember 29, 2015, 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 a registration statement relating directly or indirectly to a SEC Rule 145 transaction), a written request from the Holders of a majority 60% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, price (net of underwriting discounts and commissions, would exceed ) in excess of $10,000,000)5,000,000, 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(bsubsections 2.2(b), (c) and (d), use its reasonable 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 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include 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(e2.5(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 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-12 month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 2.2 and such registrations have been declared or ordered effectiveeffective and have not been withdrawn other than at the request of the Initiating Holders; (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, 2.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 2.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (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 1.4 2.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementDecember 9, 2013 or (ii) six months 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 a registration statement relating either solely to the sale of securities to employees of the Company pursuant employee benefit or similar plans or a registration statement relating to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding that the Company file effect a registration statement under the Securities Act covering the registration of with respect to at least 25% a majority of the Registrable Securities then outstanding and having aggregate proceeds (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed ) in excess $10,000,000), then the Company shall, within 10 days of the receipt thereof, shall (i) give written notice of such request to all Holders within ten (10) calendar days of the date such request is given and shall, subject to the limitations of subsection 1.2(b), (ii) use its reasonable best efforts to file effect as soon as practicable, practicable (and in any event within 90 sixty (60) calendar days of the receipt of date such request, a request is given) the registration statement under the Securities Act covering of all Registrable Securities which that the Holders request to be registered within 20 twenty (20) calendar days of the mailing of such notice by date the Company’s notice referred to in this subsection 1.2(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 this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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 1.5(e1.4(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 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 thereofelecting to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested by each participating Holdersuch 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 for the Company’s account) are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and stockholders of such selling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder” as defined in this sentence. (c) 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 Company’s President of the Company stating that in the good faith judgment of the Company’s Board of Directors of the CompanyDirectors, it such registration would be seriously detrimental to the Company and its shareholders for such registration statement to be filed stockholders and that it is therefore is, therefore, essential to defer the filing of taking action with respect to such registration statementregistration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 ninety (90) calendar days after receipt of the date the request of the Initiating HoldersHolders is given; provided, however, that the Company may not utilize this right or the right set forth in Section 1.12(c) more than once in any twelve-twelve (12) month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration relating solely to employee benefit or similar plans, or a registration relating to a Rule 145 transaction. (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 after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effectiveeffective and have remained effective for at least the period of time described in Section 1.4(a); (ii) During during the period starting with the date 90 thirty (30) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 ninety (90) calendar days after the effective date of, any registration statement pertaining to a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of securities for the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereofaccount; provided that the Company is actively employing in good faith all reasonable its best efforts to cause such registration statement to become be effective; or; (iii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below1.12; or (iv) 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.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth fourth (4th) anniversary of the date of this Agreement, hereof or (ii) six months one (1) year after the effective date of the first registration statement for a public offering of securities of the Company IPO (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 a SEC Rule 145 transactiontransaction that does not cause any securities of the Company similar to the Registrable Securities to be listed on a securities exchange), a written request from the Holders of a majority at least 30% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a such lesser percent if the number of shares of Registrable Securities, with an anticipated aggregate offering priceprice of which, net of underwriting discounts and commissions, would exceed $10,000,000), 5,000,000) then the Company shall, : (b) within 10 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), Holders; and (c) use its reasonable best efforts to file effect 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 of all Registrable Securities which the Holders request to be registered (within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance hereof) to be registered, subject to the limitations of subsection 1.2(d). (bd) 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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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 1.5(e1.4(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 or the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (ce) 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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period. (df) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effectiveeffective provided that either (A) the conditions of Section 1.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements; (ii) During the period starting with the date 90 thirty (30) 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, of a registration subject to Section 1.3 hereof, hereof (unless such offering registration is the Company’s initial public offering of the Company’s its securities, in which case, event ending on a date 180 days after the such effective date of such registration subject to Section 1.3 hereofdate); 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 1.4 1.11 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) three years after the fifth anniversary date of this Agreement, Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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 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% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000), then the Company shall, within 10 days of after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its reasonable 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 pursuant to Section 1.2(a) above (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by 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 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 which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once twice in any twelve-month period. (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 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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that, in the case of an initial public offering, within 30 days of receiving the written request pursuant to Section 1.2(a), the Company delivers to the Initiating Holders a notification of its intent to file a registration statement for the initial public offering within 60 days; or (iii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth 5th anniversary of the date of this 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 or issuance of securities to employees of the Company pursuant to a stock option, stock purchase subscription or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)30,000,000, 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 reasonable 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 at least eighty-five percent (85%) 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 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 which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 Managing Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After 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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If 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 1.4 below1.4.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one year after the earlier of (i) the fifth anniversary date of this 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), Agreement a written request from the Holders of a majority at least 100,000 Shares 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 25% the entire amount of the Registrable Securities then outstanding (or a lesser percent if held by the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000)Initiating Holders, then the Company shall, within 10 20 days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its all reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 days of the mailing of such notice by 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 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 Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 Participating 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 underwritingunderwriting 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 Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each participating Holder; provided, however, that the number of shares of registration. The Registrable Securities to be included 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 underwriting shall not securities in the registration statement, (ii) securities sought to be reduced unless all other securities are first entirely excluded from registered by the underwritingCompany, and (iii) Registrable Securities held by the Holders. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; 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, 1.2 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential 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 defer the filing of such registration statementany financing, acquisition, or other material transaction, in which event 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, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve12-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth fourth anniversary date of this the latest to occur of the Initial Closing, the last Elective Closing, or the Milestone Closing (each as 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 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 Registrable Securities then outstanding (or a lesser percent if the with anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)5,000,000, 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 commercially reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement be registered under the Securities Act covering all of the Registrable Securities which the Holders request that each such Holder has requested to be registered within 20 days of after 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 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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, hereof unless such offering is the initial public offering of the Company’s securitiessecurities (“IPO”), in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If Subject to the Company terms and conditions of this Agreement, if the Corporation shall receive at any time after the earlier of following one hundred eighty (i180) the fifth anniversary date of this Agreement, or (ii) six months days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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)IPO, a written request from the Holders of a majority at least ten percent (10%) of the Registrable Securities then outstanding that the Company Corporation file a registration statement under the Securities Act covering the registration of at least 25% ten percent (10%) 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)outstanding, then the Company Corporation 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(b2(b), use its reasonable best efforts to file effect, as soon as practicablepracticable following the receipt of, and in any event within 90 sixty (60) days of the receipt of of, such request, a such registration statement (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act covering Act) as would permit or facilitate the sale and distribution of all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the CompanyCorporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Corporation 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 Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act. (b) If the Holders initiating the registration request hereunder under subsection 2(a) (each, an “Initiating HoldersHolder”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Corporation as a part of their request made pursuant to this Section 1.2 2 and the Company Corporation shall include such information in the written notice referred to in subsection 1.2(a2(a). The underwriter will be selected by the Corporation and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include 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 Corporation as provided in subsection 1.5(e5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of the number of shares equity interests to be underwritten, then the Initiating Holders 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 of the Company Corporation owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company Corporation shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President Chief Executive Officer of the Company Corporation stating that in the good faith judgment of the Board of Directors of the CompanyCorporation, it would be seriously materially detrimental to the Company Corporation and its shareholders Members for such registration statement contemplated by subsection 2(a) to be filed and it is therefore essential to defer the filing of such registration statement, because such action would require the Company Corporation to make an Adverse Disclosure (such event, a “Suspension Event”), upon giving prompt written notice to the Members, the Corporation shall have the right to defer such filing for a period of not more time determined in good faith by the Board to be necessary for such purpose and in no event longer than 120 ninety (90) days after receipt of the request of the Initiating Holders, as applicable, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Company Corporation may not utilize this right more than once in any twelve-month period. In the event that the Corporation exercises its right under the preceding sentence, the Corporation shall promptly give the Holders written notice thereof and shall use its reasonable best efforts to cause such registration statement to become effective or to amend or supplement such registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of such registration statement or filing thereof as soon as reasonably practicable following the conclusion of the applicable Suspension Event and its effect. The Corporation shall promptly give the Holders written notice of the conclusion of any Suspension Event and its effect. (d) In addition, the Company Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22: (i) After the Company Corporation has effected two three (3) registrations on behalf of the Initiating Holders pursuant to this Section 1.2 2 and such registrations have been declared or ordered effective; provided, however, that a registration pursuant to this Section 2 shall only count for the purposes of this clause (i) if at least seventy five percent (75%) of the Registrable Securities which Holders request to be sold are sold in such requested registration; (ii) During the period starting with the date 90 days prior 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such the IPO 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 effectivestatement; 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 1.4 below4.

Request for Registration. (a) 1.1 If the Company shall receive at any time after the earlier of (i) two (2) years after the fifth anniversary date of this Agreement, Agreement or (ii) six months 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 a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock share option, stock share purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% ten percent (10%) 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)percent, then the Company shall, : within 10 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 reasonable best efforts to file Holders; 1.1.1 as soon as practicable, and in any event within 90 ninety (90) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of Section 1.2, within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 8.5; and 1.1.2 use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than one hundred eighty (180) days after such request. (b) 1.2 If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.1 and the Company shall include such information in the written notice referred to in subsection 1.2(a)Section 1.1. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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 1.5(e)Section 3.5) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.21, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 1.3 The Company shall not be obligated to effect, or to take any action to effect, any registration 1.3.1 pursuant to this Section 1: 1.3.1.1 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 Securities Act; 1.3.1.2 after the Company has effected three (c3) registrations pursuant to this Section 1 and such registrations have been declared or ordered effective; 1.3.1.3 if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 11 below; 1.3.1.4 if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act; or 1.3.1.5 after the Company has effected a registration or analogous procedure pursuant to Section 15, or 1.3.2 pursuant to any other provision of this Agreement: 1.3.2.1 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 Securities Act; or 1.3.2.2 if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. 1.4 Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1 a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition or divestiture of assets or businesses, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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. (d) In addition, period to defer taking action with respect to a registration request initiated by a same group of Initiating Holders and provided further that the Company shall not be obligated register any securities for the account of itself or any other shareholder during such ninety (90) day period other than a registration statement relating either to effect, or the sale of securities to take any action to effect, any registration employees of the Company pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared a share option, share purchase 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 ofsimilar plan or an SEC Rule 145 transaction, a registration subject on any form that does not include substantially the same information as would be required to Section 1.3 hereof, unless such offering is be included in a registration statement covering the initial public offering sale of the Company’s securitiesRegistrable Securities, or a registration in which case, ending on a date 180 days after the effective date only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause time as such registration statement to become effective; or has been declared effective by the SEC (iii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than twenty-five percent (25%) of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) five years after the fifth anniversary date of this Agreement, Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering (the "IPO") 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 a SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% %) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,0005,000,000), then the Company shall, : (i) within 10 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 sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its reasonable 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 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with this Agreement. (b) If the Holders initiating the registration request hereunder (“Initiating Holders”"INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.in (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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period. (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 registrations have registration has been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 1.12 below.

Request for Registration. (ai) If the Company shall receive at any time after proposes to file a Registration Statement under the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a public Securities Act relating to an offering of shares of Common Stock or other equity securities of the Company Company, or securities convertible into or exchangeable or exercisable for shares of Common Stock or such other securities (other than a registration statement relating either Registration Statement on Form S-4 or Form S-8 or any like successor forms), to be offered for its own account (the sale "COMPANY SECURITIES") or for the account of any other Person (other than a Demand Registration for the account of one or more Stockholder Parties pursuant to Section 4.1 hereof), the Company shall (x) provide prompt written notice of the proposed offering to each Stockholder Party, setting forth the number and type of securities proposed to employees be offered and a description of the Company pursuant to a stock option, stock purchase intended method or similar plan or an SEC Rule 145 transactionmethods of distribution (the "PIGGYBACK REGISTRATION NOTICE"), a written request from and (y) use its commercially reasonable best efforts to effect the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration (a "PIGGYBACK REGISTRATION") of at least 25% such number of the Registrable Securities then outstanding as shall be specified in a written request by such Stockholder Party (or a lesser percent if collectively with any securities so specified by all other Stockholder Parties, the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, "STOCKHOLDER SECURITIES") made within 10 15 days of the after receipt thereof, give written notice of such request to all Holders and shallPiggyback Registration Notice from the Company, subject to the limitations of subsection 1.2(b), use its reasonable best efforts to file as soon as practicable, Sections 4.2(a)(ii) 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 Company4.2(b) hereof. (bii) If Notwithstanding the Holders initiating the registration request hereunder foregoing subparagraph (“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(ai). 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 Stockholder Party to include his request a Piggyback Registration as provided therein shall terminate at such time, if any, as the Registrable Securities in beneficially owned by 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 Stockholder Party constitute less than 1% 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 which would otherwise be underwritten pursuant hereto, and the number of then-outstanding shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingCommon Stock. (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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementJuly 21, 2002, or (ii) six months 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 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 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% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the outstanding, which would involve an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed exceeding $10,000,000), then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event within 90 sixty (60) days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 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. (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 registrations have been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 sixty (60) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at At any time and from time to time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months after the effective date expiration of the first registration statement for Post Closing Period, 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), Requestor may submit a written request from (a “Demand Notice”) to the Holders Issuer that the Issuer register Registrable Securities under and in accordance with the Securities Act (a “Demand Registration”), of a majority all or any portion of the Registrable Securities then outstanding Securities; provided that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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 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 reasonable 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 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting registration shall not have a market value on the date such Demand Notice is received of at least $10 million, based on the closing price of the Issuer Common Stock on the trading day immediately preceding the day on which the Demand Notice is delivered, or shall represent at least three percent (3%) of the total shares of Issuer Common Stock then outstanding, or shall represent all Registrable Securities then outstanding. Such Demand Notice shall specify the number and description of Registrable Securities to be reduced unless sold. Upon receipt of the Demand Notice, the Issuer shall: (i) within five Business Days after receipt of such Demand Notice, give written notice of the proposed registration to all other securities are first entirely excluded from the underwriting.Holders; and (cii) as soon as commercially practicable after expiration of the notice period set forth in this Section 2(a)(ii), use commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in written requests received by the Issuer and who provide the information required by Section 10 of this Agreement within 20 Business Days after the date the Issuer mails the written notice referred to in clause (i) above. If no request for inclusion from a Holder is received within such specified time, such Holder shall have no further right to participate in such registration. Notwithstanding the foregoing, if the Company Issuer shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President chief executive officer or chief financial officer of the Company Issuer stating that in the good faith judgment of the Board of Directors disinterested members of the Companyboard of directors of the Issuer, it filing a registration statement on or before the date filing would be seriously required in connection with any Demand Registration would materially interfere with any pending or contemplated acquisition, divestiture, financing, registered primary offering, or other transaction involving the Issuer, or would otherwise be materially detrimental to the Company Issuer and its shareholders for such registration statement to be filed and it is therefore essential to defer stockholders other than the filing of such registration statementHolders or their Affiliates, the Company Issuer shall have the right to defer such filing or delay its effectiveness for a reasonable period of not more than 120 days after receipt of the request of the Initiating Holdersto exceed 60 calendar days; provided, however, that the Company may not utilize this such right more than once in any twelve-month period. (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 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting exercised more than twice 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 respect to a request made pursuant to Section 1.4 belowfor registration hereunder during any period of twelve consecutive months. The Issuer will pay all Registration Expenses in connection with such withdrawn request for registration.

Request for Registration. (a) If the Company shall receive at any time after the earlier of one hundred eighty (i180) the fifth anniversary date of this Agreement, or (ii) six months after days 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), Initial Public Offering a written request from (x) the Holders Tudor Entities (together with their Related Entities), provided at such time they collectively hold shares of Common Stock (on an as-if-converted to Common Stock basis in respect of the Shares and as-if-exercised basis in respect of the Warrants) representing in aggregate five percent (5%) or more of the Fully Diluted Common Stock or (y) Investors (together with the Investors’ Affiliates) holding shares of Common Stock (on an as-if-converted to Common Stock basis in respect of the Shares and as-if-exercised basis in respect of the Warrants) representing in aggregate twenty percent (20%) or more of the Fully Diluted Common Stock, that the Company effect any registration with respect to all or a majority part 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 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)held by requesting Investors, 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)conditions set forth in this Section 2, use its reasonable best efforts to file to: (i) as soon as practicable, prepare and file with the SEC a Registration Statement on such form under the Securities Act then available to the Company for the purpose of registering under the Securities Act all or such portion of the Registrable Securities as are specified in such request (together with any shares of Common Stock desired to be included in such Registration Statement for the account of the Company and/or the account of holders of piggy-back registration rights with respect to the Company’s Common Stock, subject to any limitations that may be advised by the managing underwriter regarding the maximum size of the offering pursuant to Section 2(d)); and (ii) cause such Registration Statement to be declared effective as soon as practicable but in no event within 90 later than (x) the date that is ninety (90) days of following the receipt of such request, in the event that such Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the receipt of such request in the event such review takes place (including filing with the SEC, within three (3) Business Days of the date that the Company is notified in writing by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, a registration statement request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act covering all Registrable Securities Act, which the Holders request to be registered shall request an effective date that is within 20 days of the mailing of such notice by the Company. three (b3) 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate Business Days of the date of filing ofsuch request), and ending on a date 90 days after the effective date ofto remain effective, a registration subject to the provisions of Section 1.3 hereof2(c), unless for not less than 180 days. The Company shall notify each requesting Investor in writing promptly (and in any event within three (3) Business Days) after such offering is Registration Statement has been declared effective by the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 belowSEC.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date ------------------------ first underwritten public offering of this Agreementsecurities for the account of the Corporation, or and (ii) the date three (3) years from the date hereof, the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2) from the Holder or Holders at least fifty percent (50%) of the then outstanding Registrable Securities that the Corporation file a registration statement under the Act, or a similar document pursuant to any other statute then in effect corresponding to the Act, covering the registration of at least the lesser of (i) at least twenty-five percent (25%) of the then outstanding Registrable Securities and (ii) Registrable Securities the expected price to the public of which equals or exceeds $10,000,000, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested be registered to be registered under the Act. Notwithstanding the foregoing, (a) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the Corporation's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation's estimate of the date of filing such registration statement is made in good faith; (b) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 within six (6) months after the effective date of the first a prior 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 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 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 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 reasonable 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 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 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 HolderSection; 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) Notwithstanding the foregoing, if the Company Corporation shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company Corporation stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and Corporation or its shareholders for such a registration statement to be filed and it is therefore essential in the near future, then the Corporation's obligation to defer the filing of such use its best efforts to file a registration statement, the Company statement shall have the right to defer such filing be deferred for a period of not more than 120 days after receipt of the request of the Initiating Holdersto exceed three (3) months; provided, however, that the Company may not utilize this right more than once in any twelve-month period. and (d) In addition, the Company Corporation may postpone a registration pursuant to this election for such period of time as may be required to permit the use of regular audited year-end financial statements with supplemental short period figures for a period not exceeding six (6) months unless the Holders agree to bear the costs of any special audit. The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: effect more than two (i2) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared 2. Any request for registration under this Section 2 must be for a for a firm commitment underwritten public offering to be managed by an underwriter or ordered effective; (ii) During the period starting with the date 90 days prior underwriters of recognized national standing reasonably acceptable 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 belowCorporation.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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), hereof a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement (which may be on Form S-1 or Form S-3, if the Company is eligible for Form S-3) under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)500,000, then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 4.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders”"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 its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 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; providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration more than two (2) registrations pursuant to this Section 1.2: (i) After the Company , provided that each such registration 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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementFebruary 1, or (ii) six months after 1997, and before the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% thirty percent (30%) of the Registrable Securities then outstanding outstanding, or (ii) the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a lesser percent if SEC Rule 145 transaction), a written request from Holders of Registrable Securities covering the registration of Registrable Securities with an anticipated aggregate gross offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)2,000,000, then the Company shall, : (i) within 10 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 reasonable best efforts to file Holders; and (ii) effect as soon as practicable, and in any event within 90 ninety (90) days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which that the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 3.5, subject to the limitations of subsection 1.2(b). (b) If the Holders initiating the registration request hereunder (“"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form for a large institutional investor 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 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; providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 60 days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-month period. (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 registrations that have been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of six (i6) the fifth anniversary date of this 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 a majority at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,0005,000,000), then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementAugust 1, 1997, or (ii) six months one (1) year after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)2,000,000, then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event shall use its best efforts to effect within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with paragraph 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 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 or underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.to

Request for Registration. (a) a. If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months day that is 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction) (the "IPO"), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (that are or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), will be converted into Common Stock then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event shall use its best efforts to effect within 90 120 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with paragraph 2.7, provided that the Company shall only be obligated to register such Registrable Securities that are or have been converted into Common Stock at the time of the filing of such registration statement. (b) 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 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 underwriters shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)1.4(e) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. c. The Company is obligated to effect only two (c2) such registrations pursuant to this Section 1.2. d. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary December 15, 2019 or a date of this 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 a majority twenty percent (20%) of the Registrable Securities then outstanding (or any lesser percentage if the aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) from the offering is not less than $5,000,000) that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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)Securities, 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 reasonable 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 15 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 underwriter, who will be a firm of nationally recognized standing, will be selected by a majority in 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 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 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the President of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders 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 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and, provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90 day period (other than 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 Act 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 registrations have been declared or ordered effective; (ii) During the 180-day period starting commencing 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 initial public offering of the Company’s securitiesinitial public offering; (iii) If the Company delivers notice to the Initiating Holders, in which case, ending on a date 180 within thirty (30) days after the effective date receipt of such the Initiating Holders’ notice of request for registration, of its intent to file a registration subject to Section 1.3 hereofstatement for the Company’s initial public offering within 60 days; provided provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or; (iiiiv) 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 1.4 below; or (v) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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 share option, stock share purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)50,000,000, 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 reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a Form S-1, Form F-1 or F-2 registration statement (or any successor form) under the Securities Act covering all the registration of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) which the Holders request to be registered within 20 10 days of the mailing of such notice by the CompanyCompany (each a “Demand Registration”). (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 this Section 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 its Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) 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)1.6(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 section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) 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 (and any ADRs evidencing American Depositary Shares issued with respect thereof) of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) 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 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 CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders holders of share capital 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 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once twice in any twelve-12 month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section section 1.2: (i) After after the Company has effected two registrations pursuant to this Section section 1.2 and such registrations have been declared or ordered effective; (ii) During 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 section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereofsection 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 if the Initiating Holders propose to dispose of shares of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) that may be immediately registered on Form S-3 OR Form F-3 pursuant to a request made pursuant to Section 1.4 belowsection 1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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 a majority at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration for resale of at least 2540% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceoutstanding, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, : (i) 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 reasonable best efforts to file Holders; (ii) as soon as practicable, and in any event within 90 60 days of the receipt of such request, use its reasonable best efforts to file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days for resale, subject to the limitations of the mailing of subsections 3.1(b) and (d) below; and (iii) use its reasonable best efforts to cause such notice registration statement to be declared effective by the CompanySEC as soon as practicable. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 3.1(a) above and the Company shall include such information in the written notice referred to in subsection 1.2(a)therein. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Participating Holder to include his such Participating Holder’s Registrable Securities in such registration shall be conditioned upon such Participating Holder’s participation in such underwriting and the inclusion of such Participating Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. All Participating Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)3.3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.23.1, if the underwriter advises the Initiating 2nd A&R Stockholders Rights Agreement September 15, 2014 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 Participating Holders of Registrable Securities which would otherwise be underwritten pursuant heretoto this Article 3, and the number of shares of Registrable Securities that may be included in the underwriting shall hall be allocated among all participating Participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each participating Participating Holder; provided, however, that the number of shares of Registrable Securities held by the Participating Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Participating Holder to the nearest 100 shares. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration. (i) pursuant to this Section 3.1: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) after the Company has effected one registration pursuant to this Section 3.1 and such registration has been declared or ordered effective, except as provided in Section 3.1(d) below; (C) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered for resale on Form S-3 pursuant to a request made pursuant to Section 3.11 below; or (D) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a 90-day period and the Company is then subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (B) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a 90-day period and the Company is then subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Participating Holders requesting a registration statement pursuant to this Section 1.2, 3.1 a certificate signed by the President CEO of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other 2nd A&R Stockholders Rights Agreement September 15, 2014 similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 180 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelvemonth period. (de) In addition, the Company A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and counted until 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause time as such registration statement to become effective; or has been declared effective by the SEC (iii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Participating Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 3.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such registration statement are actually included.

Request for Registration. (a) If Subject to the Company shall receive provisions of Article IV, at any time after [ ], 2000, one or more Holders of Registrable Stock (the earlier of (i"Initiating Holders") the fifth anniversary date of this 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), may request in a written request from notice (which notice shall state the Holders number of a majority shares of Registrable Stock to be so registered and the Registrable Securities then outstanding intended method of distribution) 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 Stock held by such Initiating Holders in the manner specified in such notice; provided, however, that there must be included in such registration at least 2510% of the Registrable Securities then outstanding Stock issued (or a any lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, price would exceed $10,000,00025 million). Following receipt of any notice under this Section 5.03, then the Company shall, shall (x) within 10 30 days of the receipt thereof, give written notice notify all other Holders of such request to all Holders in writing and shall, subject to the limitations of subsection 1.2(b), (y) use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement cause to be registered under the Securities Act covering all Registrable Securities which Stock that the Initiating Holders request to and such other Holders have, within ten days after the Company has given such notice, requested be registered within 20 days in accordance with the manner of the mailing of disposition specified in such notice by the CompanyInitiating Holders. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute have the Registrable Securities covered by their request Stock distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the Companyparagraph (a) above. In such event, the right of any Holder to include his its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering 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. Such underwriter or underwriters shall be selected for such underwriting. by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld. (c) Notwithstanding any other provision of this Agreement to the contrary, (i) the Company shall not be required to effect a registration pursuant to this Section 1.25.03 during the period starting with the date which is 30 days prior to the date of the initial public filing by the Company of, and ending on a date that is 120 days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement that the Holders have been entitled to join pursuant to Section 5.04; provided, however, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as promptly as practicable; (ii) if (A)(i) the Company is in possession of material nonpublic information relating to the Company or any of its Subsidiaries and (ii) the Company determines in good faith that public disclosure of such material nonpublic information would not be in the best interests of the Company and its stockholders, (B)(i) the Company has made a public announcement relating to an acquisition or business combination transaction that includes the Company and/or one or more of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Registrable Stock pursuant to any registration statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in a registration statement or (C) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith opinion of the Board such registration would interfere with any material transaction or financing, confidential negotiations, including, without limitation, negotiations relating to an acquisition or business combination transaction, or business activities then being pursued by the Company or any of its Subsidiaries, then, in any such case, the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred, or the effectiveness of any registration statement may be suspended, in each case for a period not to exceed 120 days; provided, however, that the Company may not delay the filing or suspend the effectiveness of any registration statement under this Section 5.03(ii) on more than one occasion in any consecutive twelve-month period; (iii) the Company shall not be required to effect a registration pursuant to this Section 5.03 if the underwriter advises Registrable Stock requested by all Holders to be registered pursuant to such registration are included in, and eligible for sale under, a Shelf Registration (as defined below); and (iv) the Initiating Holders Company shall not be required to effect a registration pursuant to this Section 5.03 more than one time in writing that marketing factors require a limitation any consecutive twelve-month period. (d) With respect to any registration pursuant to this Section 5.03, the Company may include in such registration any of its primary securities sold on its own behalf or securities being offered by ING pursuant to the ING Registration Rights Agreement. If, in the opinion of the number managing underwriter (or, in the case of shares a non-underwritten offering, in the opinion of the Company), the total amount of all securities to be underwrittenregistered, including Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, and (ii) without otherwise materially and adversely affecting the entire offering, then subject to the Initiating Holders registration rights of the holders of the Senior Preferred Stock and ING, the Company securities and Registrable Stock to be included in such registration 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 order as set forth in clauses (1) and (2) below: (1) In any registration pursuant to this Section 5.03 where the Stockholders are the Initiating Holders: (A) first, any securities of the Initiating Holders; (B) second, any securities offered by the Company; and (C) third, other Holders requesting registration of Registrable Stock in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included by such Holder at the time of filing the registration statement. (2) In any registration pursuant to this Section 5.03 where Xx. Xxxxx is the Initiating Holder: (A) first, any securities of the Company; and (B) second, any securities of Holders requesting registration of Registrable Stock, in proportion (as nearly as practicable) to the amount of Registrable Securities Stock requested to be included by such Holder at the time of filing the registration; Notwithstanding clause (2) above, but subject to the registration rights of the holders of the Senior Preferred Stock and ING, Xx. Xxxxx, his estate or the Xxxxx Permitted Transferees, as the case may be, shall have priority over the Company and each other Holder in selling any and all of their shares of Registrable Stock on one occasion within two years following Xx. Xxxxx'x (1) termination or resignation from the office of chief executive officer of the Company owned by each participating Holderor (2) death. (e) The Company shall not be obligated to effect and pay for more than four registrations of the Stockholders (two of which may be Shelf Registrations requested pursuant to Section 5.05) and three registrations of Xx. Xxxxx (one of which may be a Shelf Registration requested pursuant to Section 5.05) pursuant to this Section 5.03; provided, however, that a registration requested by any Holder pursuant to this Section 5.03 shall not be deemed to have been effected for purposes of this Section 5.03(e) unless (i) it has been declared effective by the number of shares SEC, (ii) it has remained effective for the period set forth in Section 5.06(a), (iii) the offering of Registrable Securities Stock 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 Stock) and (iv) such Holder was permitted to include in such registration at least one-half of the Registrable Stock requested by it or him, as the case may be, to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingregistration. (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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of at least six (i6) the fifth anniversary date of this 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 holders of a majority of the Registrable Securities then outstanding held by the Preferred Holders, on an as-converted basis and including any shares of Common Stock held by the Preferred Holders resulting from conversion of their respective Preferred Stock, that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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)Securities, then the Company shall, within 10 ten (10) days of the receipt thereof, give written notice of such request to all Preferred Holders and shall, subject to the limitations of subsection 1.2(b2.2(b), use its commercially reasonable best efforts to file effect as soon as practicable, and in any event within 90 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Preferred Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with the terms hereof; provided, however, that the Company shall not be obligated to effect such registration if the Preferred Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before underwriting discounts, commissions and fees) of less than $5,000,000. (b) If the Preferred 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 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by the Company subject to the prior written consent of a majority in interest of the Initiating Holders and then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be reasonably acceptable to required if the CompanyCompany selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific expertise and experience. In such event, the right of any Preferred Holder to include his Registrable Securities in such registration shall be conditioned upon such Preferred Holder’s 's participation in such underwriting and the inclusion of such Preferred Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Preferred Holder to the extent provided herein. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e2.5(e)) enter into an underwriting agreement in customary form (including without limitation the indemnities from the Company as set forth in Section 2.10) with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation or the exclusion of the number of shares to be underwritten, then the Initiating Holders shall so advise all Preferred Holders of Registrable Securities which would otherwise be participate in the underwritten offering pursuant hereto, and and, in the case of a limitation, of the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Preferred Holders thereof(as applicable), including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating HolderPreferred Holder (as applicable); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced in number or completely excluded unless all other securities are first entirely excluded from the underwriting. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of Registrable Securities of the selling Preferred Holders included in the registration be reduced below twenty-five (25%) of the total amount of securities included in such registration, unless such offering is the initial public offering of the Company's Common Stock under the Securities Act, in which event any or all of the Registrable Securities of the Preferred Holders may be excluded in accordance with this Section 2.2(b). (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.22.2, 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 shareholders stockholders for such registration statement to be filed at such time 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 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-twelve month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 2.2 and such registrations have been declared or ordered effectiveeffective (excluding any such registration in which the amount of the Registrable Securities of the selling Preferred Holders included therein shall have been reduced by twenty-five percent (25%) or more to accommodate the inclusion of the securities being offered by the Company pursuant to Section 2.2(b)), or within six (6) months of the effective date of another registration; (ii) During the period starting with the date 90 of one hundred eighty (180) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after following the effective date of, of a registration subject to Section 1.3 2.3 hereof; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be currently registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; provided, unless however, that if the Company so refuses to effect a registration by the Preferred Holders pursuant to this Section 2.2(d)(iii), they shall be entitled to an additional registration pursuant to Section 2.4 for each such offering is registration so refused; or (iv) If the initial Company delivers notice to the Initiating Holders within thirty (30) days of a registration request pursuant to this Section 2.2 stating the Company's intent to file a registration statement for a public offering within ninety (90) days of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; notice, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and 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 1.4 below.

Request for Registration. (a) If (i) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this Agreementfive years after December 18, 2000 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to 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)Initial Offering, a written request from the Holders of a majority twenty percent (20%) or more of the Registrable Securities then outstanding (including in such twenty percent Holders of a majority of the WBCP Shares and Holders of a majority of the shares of the Company’s Series B Preferred Stock or Common Stock issued upon conversion thereof) (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, price of at least $4,000,000 net of underwriting underwriter discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its all reasonable best efforts to file as soon as practicablefile, and in any event within 90 days of the receipt of such requestforty-five (45) days, a registration statement under the Securities Act covering all the Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use reasonable efforts to cause such registration statement to become effective within one hundred twenty (120) days of the Initiating Holders’ request for registration. (ii) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the sixth anniversary of the date hereof a written request from the Holders of a majority of the WBCP Shares (the “Initiating WBCP 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 $4,000,000 net of underwriter discounts and commissions, then the Company shall, within twenty (20) days of 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 file, within forty-five (45) days, a registration statement under the Act covering the 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), and to use reasonable efforts to cause such registration statement to become effective within one hundred twenty (120) days of the Initiating WBCP Holders’ request for registration. (b) If the Initiating Holders initiating the registration request hereunder (“or Initiating WBCP Holders”) , as applicable, intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 in the case of a registration under section (a)(i) above by a majority in interest of the Initiating Holders and such Holder or, in the case of a registration under section (a)(ii) above, a majority in interest of the Initiating WBCP 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders in the case of a registration under section (a)(i) above or reasonably acceptable to a majority in interest of the Initiating WBCP Holders in the case of a registration under section (a)(ii) above). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that Company marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders or Initiating WBCP Holders, in proportion (as nearly as practicable) to the amount of case may be). Any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwritingregistration. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; 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 Initiating Holders or Initiating WBCP Holders, as the case may be, 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 President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 sixty days after receipt of the request of the Initiating Holders or Initiating WBCP Holders; provided, howeveras the case may be, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once twice in any twelve-month twelve (12)-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) date that is one year following the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a public offering of securities closing 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), IPO a written request from the Holders holders of a majority at least 20% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities 1933 Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of prior to underwriting discounts and commissions, would exceed in excess of $10,000,000)20,000,000, then the Company shall, within 10 ten days of after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(bSection 2.1(b), use its commercially reasonable best efforts to file effect as soon as practicable, and in any event within 90 days of after the receipt of such requestrequest from the Holders initiating a request under this Section 2.1 (the “Initiating Holders”), a the registration statement under the Securities 1933 Act covering of all Registrable Securities which which, within 20 days after the Company gives such notice to all Holders of Registrable Securities, the Holders request to be registered within 20 days so registered; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.1(a): (i) While another registration statement (other than on Form S-4 or S-8) of the mailing Company has been filed with the SEC and is not yet effective or within 180 days after the effective date of another registration statement (other than on Form X-0, X-0 or S-8) filed by the Company with the SEC; (ii) While another registration statement of the Company has been requested or demanded by holders of securities of the Company to register their securities and which holders have rights to registration having priority over the Holders in respect of rights to registration of such notice securities of such holders and not yet filed with the SEC or while any such registration statement has been filed with the SEC and is not yet effective or on or within 180 days after the effective date of any such registration statement; (iii) If within 30 days after the Company notifies the Holders of the Company’s receipt of the written request from Initiating Holders pursuant to this Section 2.1(a), holders of other securities of the Company who have rights to registration having priority over the Holders in respect of registration of such securities of such holders shall have exercised their rights to request or demand that the Company register such securities of such holders with the SEC; (iv) After the Holders have requested two such registrations pursuant to this Section 2.1(a) and such registrations have been declared or ordered effective by the SEC, so long as the Company shall have complied in all material respects with its obligations in this Agreement relating to such registrations; provided, however, that if any Holder is unable to include in any such registration any Registrable Securities that such Holder requests be included in any such registration, the Holders shall be entitled to one additional registration for each such registration from which any Registrable Securities are so excluded; or (v) If the Company shall furnish to the Holders who have requested inclusion of their Registrable Securities in such registration statement a certificate signed by the Chairman of the Board, the Chief Executive Officer, or the President of the Company stating that in the good faith judgment of the Board of Directors, as evidenced by a duly adopted resolution of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, in which case the Company’s obligation to use its commercially reasonable best efforts to register, qualify or comply under this Section 2.1(a) shall be deferred for a period (as specified in such resolution) not to exceed 90 days from the date of receipt of such written request from the Initiating Holders; provided, however, that the Company may not utilize this right to delay fulfillment of a request more than once in any twelve-month period. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred the Company gives to in subsection 1.2(athe other Holders pursuant to Section 2.1(a). The underwriter will or underwriters for such underwriting shall be selected by the Company and approved by Holders of 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 proposed to be included 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 underwritingregistration. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be included in such underwritten offering pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting such underwritten offering shall be allocated as follows: (i) first, among all participating Holders thereofPersons, including if any, who have the Initiating Holdersright to include shares in such registration statement pursuant to an agreement other than this Agreement, in proportion (as nearly as practicable) to the amount extent such other agreement affords such Persons priority over the Holders to include their shares in such registration statement, and (ii) thereafter, among the Holders that have elected to include Registrable Securities in such registration, until such Holders have included in such registration all Registrable Securities such Holders shall have requested be included, and if all such Registrable Securities cannot be included, then pro rata based on the respective numbers of Registrable Securities held by all such Holders, and (iii) thereafter, among all other Persons who have the right to include shares in such registration statement, in such relative priorities as established by the agreement(s) under which such rights arise. Without the consent of the Company owned by each participating Holder; provided, however, that Holders of a majority of the number of shares of Registrable Securities proposed to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoingregistration, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed except as permitted 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 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 to take any action to effect, any registration pursuant to this Section 1.2: clause (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date immediately preceding sentence, no securities other than Registrable Securities shall be covered by such registration if the inclusion of filing of, and ending on such other securities would result in 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 reduction of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares number of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowcovered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely affect the marketing of such offering.

Request for Registration. (a) If Subject to the Company shall receive provisions of Article IV, at any time after August 6, 2000, one or more Holders of Registrable Stock (the earlier of (i"Initiating Holders") the fifth anniversary date of this 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), may request in a written request from notice (which notice shall state the Holders number of a majority shares of Registrable Stock to be so registered and the Registrable Securities then outstanding intended method of distribution) 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 Stock held by such Initiating Holders in the manner specified in such notice; provided, however, that there must be included in such registration at least 2510% of the Registrable Securities then outstanding Stock issued (or a any lesser percent percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, price would exceed $10,000,00025 million). Following receipt of any notice under this Section 5.03, then the Company shall, shall (x) within 10 30 days of the receipt thereof, give written notice notify all other Holders of such request to all Holders in writing and shall, subject to the limitations of subsection 1.2(b), (y) use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement cause to be registered under the Securities Act covering all Registrable Securities which Stock that the Initiating Holders request to and such other Holders have, within ten days after the Company has given such notice, requested be registered within 20 days in accordance with the manner of the mailing of disposition specified in such notice by the CompanyInitiating Holders. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute have the Registrable Securities covered by their request Stock distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the Companyparagraph (a) above. In such event, the right of any Holder to include his its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering 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. Such underwriter or underwriters shall be selected for such underwriting. by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld. (c) Notwithstanding any other provision of this Agreement to the contrary, (i) the Company shall not be required to effect a registration pursuant to this Section 1.25.03 during the period starting with the date which is 30 days prior to the date of the initial public filing by the Company of, and ending on a date that is 120 days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement that the Holders have been entitled to join pursuant to Section 5.04; provided, however, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as promptly as practicable; (ii) if (A)(i) the Company is in possession of material nonpublic information relating to the Company or any of its Subsidiaries and (ii) the Company determines in good faith that public disclosure of such material nonpublic information would not be in the best interests of the Company and its stockholders, (B)(i) the Company has made a public announcement relating to an acquisition or business combination transaction that includes the Company and/or one or more of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Registrable Stock pursuant to any registration statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in a registration statement or (C) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith opinion of the Board such registration would interfere with any material transaction or financing, confidential negotiations, including, without limitation, negotiations relating to an acquisition or business combination transaction, or business activities then being pursued by the Company or any of its Subsidiaries, then, in any such case, the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred, or the effectiveness of any registration statement may be suspended, in each case for a period not to exceed 120 days; provided, however, that the Company may not delay the filing or suspend the effectiveness of any registration statement under this Section 5.03(ii) on more than one occasion in any consecutive twelve-month period; (iii) the Company shall not be required to effect a registration pursuant to this Section 5.03 if the underwriter advises Registrable Stock requested by all Holders to be registered pursuant to such registration are included in, and eligible for sale under, a Shelf Registration (as defined below); and (iv) the Initiating Holders Company shall not be required to effect a registration pursuant to this Section 5.03 more than one time in writing that marketing factors require a limitation any consecutive twelve-month period. (d) With respect to any registration pursuant to this Section 5.03, the Company may include in such registration any of its primary securities sold on its own behalf or securities being offered by ING pursuant to the ING Registration Rights Agreement. If, in the opinion of the number managing underwriter (or, in the case of shares a non-underwritten offering, in the opinion of the Company), the total amount of all securities to be underwrittenregistered, including Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, and (ii) without otherwise materially and adversely affecting the entire offering, then subject to the Initiating Holders registration rights of the holders of the Senior Preferred Stock and ING, the Company securities and Registrable Stock to be included in such registration 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 order as set forth in clauses (1) and (2) below: (1) In any registration pursuant to this Section 5.03 where the Stockholders are the Initiating Holders: (A) first, any securities of the Initiating Holders; (B) second, any securities offered by the Company; and (C) third, other Holders requesting registration of Registrable Stock in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included by such Holder at the time of filing the registration statement. (2) In any registration pursuant to this Section 5.03 where Xx. Xxxxx is the Initiating Holder: (A) first, any securities of the Company; and (B) second, any securities of Holders requesting registration of Registrable Stock, in proportion (as nearly as practicable) to the amount of Registrable Securities Stock requested to be included by such Holder at the time of filing the registration; Notwithstanding clause (2) above, but subject to the registration rights of the holders of the Senior Preferred Stock and ING, Xx. Xxxxx, his estate or the Xxxxx Permitted Transferees, as the case may be, shall have priority over the Company and each other Holder in selling any and all of their shares of Registrable Stock on one occasion within two years following Xx. Xxxxx'x (1) termination or resignation from the office of chief executive officer of the Company owned by each participating Holderor (2) death. (e) The Company shall not be obligated to effect and pay for more than four registrations of the Stockholders (two of which may be Shelf Registrations requested pursuant to Section 5.05) and three registrations of Xx. Xxxxx (one of which may be a Shelf Registration requested pursuant to Section 5.05) pursuant to this Section 5.03; provided, however, that a registration requested by any Holder pursuant to this Section 5.03 shall not be deemed to have been effected for purposes of this Section 5.03(e) unless (i) it has been declared effective by the number of shares SEC, (ii) it has remained effective for the period set forth in Section 5.06(a), (iii) the offering of Registrable Securities Stock 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 Stock) and (iv) such Holder was permitted to include in such registration at least one-half of the Registrable Stock requested by it or him, as the case may be, to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingregistration. (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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at At any time and from time to time on and after the earlier of (i) the fifth first anniversary date of this 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 optionClosing Date, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of Common Stock that are subject to this Agreement (the "Initiating Holders") may request in a majority of the Registrable Securities then outstanding written 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 Registrable Securities held by such Initiating Holders (constituting in the aggregate at least 255% of the aggregate Common Stock outstanding immediately upon consummation of the transaction contemplated by the Stock Exchange Agreement); such notice shall specify whether the Initiating Holders require the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceto be distributed by means of an underwriting. Following receipt of any notice under this Section 6.1, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, shall (x) within 10 ten days of the receipt thereof, give written notice notify all other Holders of such request to all Holders in writing and shall, subject to the limitations of subsection 1.2(b)(y) thereupon as expeditiously as possible, use its reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement cause to be registered under the Securities Act covering all Registrable Securities which that the Initiating Holders request to and such other Holders have, within ten days after the Company has given such notice, requested be registered within 20 days in accordance with the manner of the mailing of disposition specified in such notice by the CompanyInitiating Holders; provided, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 6.1, (i) if two registration statements relating to registration requests under this Section 6.1 have previously been filed and declared effective by the SEC in the calendar year in which such registration request is made or, (ii) if five registration statements relating to registration requests under this Section 6.1 have previously been filed and declared effective by the SEC. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the CompanySection 6.1(a) above. In such event, the right of any Holder to include his its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall enter (together with the Company Company, as provided in subsection 1.5(eSubsection 6.4(j)) enter into an underwriting agreement in customary form with the underwriter or underwriters. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters selected for other than representations, warranties or agreements regarding such underwriting. Notwithstanding Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other provision of this Section 1.2, if representations required by law or reasonably required by 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 underwriter. If any Holder of Registrable Securities which would otherwise be underwritten pursuant heretodisapproves of the terms of the underwriting, and the number of shares of such Holder may elect to withdraw all its Registrable Securities that may be included in by written notice to the underwriting shall be allocated among all participating Holders thereofCompany, including the managing underwriter and the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to . The securities so withdrawn also shall be included in such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwritingregistration. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a A registration statement requested 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 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 section 6.1 shall not be obligated deemed to effect, or to take any action to effect, any registration have been effected pursuant to this Section 1.2: 6.1 for purposes of Section 6.6 unless (i) After the Company it has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; effective by the SEC, (ii) During it has remained effective for the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing ofset forth in Section 6.4(a), 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 date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares offering of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant such registration is not subject to Section 1.4 belowany 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).

Request for Registration. (a) If the Company shall receive at At any time from and after the earlier of (i) the fifth anniversary date of this AgreementMay 16, 2017 or (ii) six (6) months after the effective date of the Company’s first registration statement for registered public offering, Investors and Major Common Holders holding in the aggregate 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 minimum of a majority of the Registrable Securities then outstanding (excluding Registrable Securities held by the CEE Common Holders) (“Initiating Holders”) shall have the right to request that the Company file a registration statement under Registration Statement and/or qualification with the Securities Act covering the registration of at least 25% applicable state commissioners with respect to all or a part of the Registrable Securities then outstanding pursuant to this Section 2.4 (or a lesser percent if the “Registration Demand”), provided, that the anticipated aggregate offering price, net of before underwriting discounts and commissions, would exceed is at least Sixty Million Dollars ($60,000,000) for the first Registration Demand and at least Ten Million Dollars ($10,000,000), then ) for the second Registration Demand. If the Company shallreceives such request for registration from the Initiating Holders, it will: (i) Promptly, but in any event within 10 twenty (20) days after receipt of the receipt thereofnotice of the Initiating Holders, give written notice of such request the proposed Registration, qualification or compliance to all Holders other Investors and shall, subject to the limitations of subsection 1.2(b), Major Common Holders; and (ii) use its reasonable best efforts to file effect such Registration, qualification or compliance under the Securities Act and all applicable state securities laws as soon as practicable, as may be so requested and in any event within 90 days as would permit or facilitate the sale and distribution of all or the receipt portion 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 specified 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 request 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 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 HolderRegistration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting Company shall not be reduced unless all other securities are first entirely excluded from the underwriting.obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2.4: (cA) Notwithstanding during the foregoing, one hundred eighty (180) day period commencing with the date of the Company’s initial public offering; (B) after the Company has effected two (2) such Registrations pursuant to this Section 2.4 in which all Registrable Securities requested to be registered are registered and such Registrations have closed or been withdrawn at the request of the Investors (other than as a result of a material adverse change to the Company or as a result of the operation of Section 2.4(a)(ii)(C) or Section 2.3(a)(ii)(D)); (C) if the Company delivers notice to the Initiating Holders within thirty (30) days of any Registration request under this Section 2.4 stating its bona fide intent to file a separate registration statement for a public offering within ninety (90) days; or (D) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President Chief Executive Officer or Chairman of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement Registration Statement to be filed and it is therefore essential to defer at such time or in the filing of such registration statementnear future, in which case the Company shall have the right to defer such filing for a period of not more than 120 ninety (90) days after receipt of the request of the Investor, provided, that the Company may only defer a Registration once under this Section 2.4 in any twelve (12) month period. If the Board makes such a determination, the Initiating Holders shall be entitled to withdraw their request for Registration without impairing their right to request Registration under this Section 2.4 thereafter. Subject to the foregoing clauses (A) through (D), the Company shall file a Registration Statement as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more but in no event later than once in any twelve-month period. one hundred twenty (d120) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date receipt of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (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 1.4 belowrequest.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth 5th anniversary date of this the Initial Closing (as 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 a majority at least 50% of the Registrable Securities then then-outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000)15,000,000, 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 reasonable 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 his 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 Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for any participating Holder that is a venture capital fund, partnership or corporation, the partners, retired partners, members, retired members, affiliated venture capital funds and holders of capital stock of such holder, or the estates and family members of any such partners, members, retired members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined in this sentence. (c) 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 shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After 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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If 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 1.4 below1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this Agreement, or (ii) six months 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% 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, : (i) within 10 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 reasonable best efforts to file Holders; (ii) as soon as practicable, and in any event within 90 sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 2.1(b), within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 6.5; and (iii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his 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 1.5(e2.3(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 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration: (i) pursuant to this Section 2.1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (iv) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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. (d) In addition, the Company . A registration statement shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and counted until 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause time as such registration statement to become effective; or has been declared effective by the SEC (iii) If unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 belowincluded in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementDecember 31, 2001, or (ii) six eleven (11) 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 a SEC Rule 145 transaction), a written request from the Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent of the Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), ,) then the Company shall, : (i) within 10 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 reasonable best efforts to file Holders; and (ii) effect as soon as practicable, and in any event within 90 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), within 20 twenty (20) days of the mailing of such notice by the CompanyCompany 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 part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected approved for such underwritingunderwriting 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.,

Request for Registration. (a) If the Company shall receive at any time after the earlier of six (i6) the fifth anniversary date of this Agreement, or (ii) six months after the effective date of the first registration statement for a an underwritten 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 transactionExcluded Registration), a written request from either the Required Series D, E, F and G Holders of (a majority of “Series D, E, F and G Demand Registration”), the Registrable Securities then outstanding Required Series C Holders (a “Series C Demand Registration”) or the Required Other Holders (an “Other Shareholder Demand Registration”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% such number of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)5,000,000, 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(b2.2(b), use its reasonable 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 under Section 2.2(a) (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include 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 (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(e2.5(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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 (collectively with the similar right under subsection 2.4(b)) more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.22.2: (i) After (A) if the Initiating Holders are holders of Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities or Series G Registrable Securities and the Company has either (1) effected one (1) Series D, E, F and G Demand Registration in the prior twelve (12) months, or (2) previously effected two registrations pursuant to this Section 1.2 (2) Series D, E, F and G Demand Registrations in the aggregate, and such registrations have been declared or ordered effectiveeffective and at least 90% of the Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities and Series G Registrable Securities requested to be included therein were able to be registered and sold thereunder, (B) if the Initiating Holders are holders of Series C Registrable Securities and the Company has either (1) effected one (1) Series C Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Series C Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Series C Registrable Securities requested to be included therein were able to be registered and sold thereunder or (C) if the Initiating Holders are holders of Other Registrable Securities and the Company has either (1) effected one (1) Other Shareholders Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Other Shareholders Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Other Registrable Securities requested to be included therein were able to be registered and sold thereunder; (ii) During if the Company has, within the 12-month period preceding the date of such request, already effected one registration for the Holders pursuant to this Section 2.2, and such registration has been declared or ordered effective and at least 90% of the Registrable Securities requested to be included therein were able to be registered and sold thereunder; (iii) 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof2.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 2.4. (e) If the total amount of securities, including Registrable Securities, requested by holders of capital stock and the Company to be included in an underwritten Series D, E, F and G Demand Registration, Series C Demand Registration, Other Shareholder Demand Registration or registration requested under Section 2.4 exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Company will include in such registration (i) first, the number of Registrable Securities (apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall any Other Registrable Securities be included until Holders of Series G Registrable Securities, Series F Registrable Securities, Series E Registrable Securities, Series D Registrable Securities and Series C Registrable Securities that have requested to include Registrable Securities therein shall have received (or will receive in such registration) an amount equal to the original purchase price of their shares of Series G Preferred Stock, Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock, respectively, (ii) second, the securities, if any, the Company proposes to sell therein and (iii) third, any other securities of the Company requested to be included in such registration. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners, holders of capital stock of such Holder, the estates and family members of any such partners and retired partners, any Affiliated Fund (as defined below) and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementDecember 31, 1997, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,0002,500,000), then the Company shall, : (i) within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders; and (ii) 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 Act of all Registrable Securities which the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its reasonable 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 twenty (20) days of the mailing of such notice by the CompanyCompany 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 part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to holders of a majority of the CompanyRegistrable Securities then held by 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by holders of a majority in interest of the Registrable Securities then held by 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(e1.4(e)) enter into an underwriting agreement in usual and 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned held by each participating Holder; provided, however, that, except as provided in that certain Amended and Restated Registration Rights Agreement dated as of August 18, 1997 among the Company and the holders of "Registrable Securities" as defined therein (the "Registration Rights Agreement"), 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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 1.12 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementJuly 30, 1995, or (ii) six months one (1) year after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from the Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed $10,000,0005,000,000), then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event shall use its best efforts to effect within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with paragraph 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 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) three (3) years after the fifth anniversary date of this Closing (as defined in the Purchase Agreement, ) or (ii) six (6) months † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 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 a majority at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate gross offering price, net price in excess of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 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 reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 4.3. (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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 to take any action to effect, any registration pursuant to this Section 1.2:: † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (i) After the Company has effected two registrations one (1) registration pursuant to this Section 1.2 and such registrations have registration has been declared or ordered effective; (ii) During the period starting with the date 90 sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth third anniversary of the date of this Agreementhereof, or (ii) six three (3) 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 a majority at least 20% 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 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, : (i) within 10 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 ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its reasonable 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 twenty (20) days of the mailing of such notice by the CompanyCompany 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 part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities held by shareholders of the Company other than Holders 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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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-twelve (12) month period. (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 three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) If the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration pursuant to this Section 1.2; (iii) During the period starting with the date 90 sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iiiiv) 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 1.4 1.12 below; provided the Company pays all expenses therefor as if such registration was pursuant to this Section 1.2, and the underwriters, if any, agree to use such Form S-3 for such registration.

Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of six (i6) the fifth anniversary date of this 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)Initial Offering, a written request from the Holders of a majority either (x) at least fifty percent (50%) of the Registrable Securities (subject to the Regulatory Voting Restriction) then outstanding or (y) at least fifty percent (50%) of the shares of Common Stock issued or issuable on conversion of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock (subject to the Regulatory Voting Restriction), Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock, as applicable (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)15,000,000, then the Company shall, within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 2.1, use its commercially reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.1(a); provided that such request must provide for the registration of at least twenty percent (20%) of the Common Stock issued or issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock, as applicable. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 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, event the right of any Holder to include his 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) 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 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 twenty (120) 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 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 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer, President or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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)Initial Offering, a written request from the Holders of a majority 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 at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)5,000,000, then the Company shall, within 10 twenty (20) calendar days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 1.2, use its reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) calendar days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (ba) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 underwritingunderwriting 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 Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (b) The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in proportion such jurisdiction and except as may be required under the Act; or (as nearly as practicableii) 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) calendar days prior to the amount Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) calendar 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 of the Company owned by each participating Holderthat may be registered on Form S-3 pursuant to Section 1.4 hereof; 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.or (cv) 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 Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 sixty (60) calendar days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once twice in any twelve-month twelve (12)-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier to occur of (i) the fifth anniversary date of this AgreementMarch 14, 2014, or (ii) the date which is 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)Qualified IPO, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering priceprice of at least $8.4837 per share of Common Stock (as adjusted for any stock splits, stock dividends, combination, reorganization, or reclassification with respect to such shares) and the aggregate proceeds of which (net of underwriting underwriters’ discounts and commissions, would ) exceed $10,000,000)25,000,000, then the Company shall, within 10 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection Section 1.2(b), use its all commercially reasonable best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement cause to be registered under the Securities Act covering all of the Registrable Securities which the Holders request that each such Holder has requested to be registered within 20 40 days of after the mailing of such notice by the Company. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection Section 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwritten offering. In such event, the right of any Holder to include his 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 The Company and 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 Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingsuch 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 requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company (the “Board of Directors”) it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than 120 180 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(ii) more than once in any twelve12-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 Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After after the Company has effected two registrations pursuant to this Section 1.2 and 1.2; provided, however, that such registrations have been declared or ordered effectiveeffective and that either (A) the conditions of Section 1.5(a) have been satisfied, or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During 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 90 180 days after the effective date of, a registration subject to Section 1.3 hereof, hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 180 90 days after the effective date of such registration subject to Section 1.3 hereof; provided 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 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 1.4 below.

Request for Registration. At any time after six (a6) If months from the date hereof, a Holder may make a written request to the Company (a "DEMAND REQUEST"), for the registration under the Securities Act of all or part of its or their Registrable Shares (a "DEMAND REGISTRATION") so as to permit a public offering and sale of such Registrable Shares for up to nine (9) consecutive months; PROVIDED, HOWEVER, that such six (6) month waiting period shall not be applicable in the case of short-form registrations on Form S-3 or any substitute form or forms adopted by the Commission ("SHORT-FORM REGISTRATIONS"). Such request shall specify the number of Registrable Shares proposed to be sold and the intended method of disposition thereof. Upon receipt of such request, the Company shall receive at promptly (but in any time event within ten (10) days after receipt) give written notice of such registration request to all Holders. Such Holders shall have the right, by giving written notice to the Company within 10 days after the earlier receipt of notice from the Company, to elect to have included in such registration all or part of their Registrable Shares as such Holders may request in such notice of election. Each such request will also specify the number of Registrable Shares to be registered and the intended method of disposition thereof. Provided that (i) Registrable Shares representing at least 20% of the fifth anniversary date Registrable Shares then outstanding in the case of this Agreementa Demand Registration other than a Short-Form Registration are requested to be included in such Demand Registration, or (ii) six months after the effective date Holders of the first registration statement for a public offering Registrable Shares and holders of any other securities of the Company entitled to inclusion in a Short-Form Registration propose to sell Registrable Securities and such other securities (other than a registration statement relating either if any) at an aggregate price to the sale public (before deduction of securities to employees of the Company pursuant to a stock option, stock purchase any underwriters' discounts or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration commissions) of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price$5,000,000, net of underwriting discounts and commissions, would exceed $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), shall use its reasonable best efforts to file as soon as practicable, the Demand Registration within forty-five (45) days after receiving a Demand Request (the "REQUIRED FILING DATE") and in any event within 90 days of shall use its best efforts to cause the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities which the Holders request same to be registered within 20 days of the mailing of such notice declared effective by the Company. (b) If Commission as promptly as practicable after such filing. Notwithstanding the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritingforegoing, they in no event shall so advise the Company as a part of their request made be required to effect more than two (2) Demand Registrations 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 2(a) (which Demand Registrations shall be reasonably acceptable at least nine (9) months apart) other than Short-Form Registrations. Subject to the Company. In such eventforegoing provisions, 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 may make 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 unlimited number of shares to be underwritten, then the Initiating Holders shall Demand Requests for Short-Form Registrations 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 long as such Short- Form Registrations are at least twelve (as nearly as practicable12) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) months apart. Notwithstanding the foregoing, if the Company shall furnish all Registrable Shares requested to Holders requesting be included in a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that Demand Registration are not included in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental such Demand Registration due to the Company and its shareholders for limitations contained in Section 2(d) hereof, 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 to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate counted as one 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 date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 belowDemand Registrations permitted hereunder.

Request for Registration. (a) 1.2.1 If the Company shall receive at any time after the earlier of of: (i) the fifth anniversary date of this Agreement, or six (ii6) 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)) or (ii) three (3) years from the date hereof, a written request from Toshiba, Phoenix or from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Ten Million Dollars ($10,000,000)), then the Company shall, within 10 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)1.2.2, use its reasonable best efforts to file effect as soon as practicable, and in any event within 90 60 days of the receipt of such request, a the registration statement under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 3.5. (b) 1.2.2 If the Holders initiating the registration request hereunder (“Initiating Holders”"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)1.2. 1. 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 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) 1.4.5 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) 1.2.3 Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 one hundred fifty (150) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month twelve (12)-month period. (d) 1.2.4 In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If Subject to the condition of this Section 2, if the Company shall receive at any time after during the earlier of two (i2) years following the fifth anniversary date of this 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 Effective Date written request (the “Initial Request”) from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% fifty percent (50%) of the Registrable Securities then outstanding and provided that a registration statement on Form S-3 (or a lesser percent if equivalent) is then available to the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000)Company, then the Company shall, within 10 twenty (20) days of the receipt thereofof the Initial Request, give written notice of such request the Initial Request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 2, use its commercially reasonable 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 the Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 thirty (30) days of the mailing of such notice by the Company’s notice pursuant to this Section 2(a), and to use its best efforts to cause such registration statement to become effective. Once notice of the Initial Request is mailed to all Holders and the registration pursuant to that Initial Request is effective, then no Holder shall have any right to demand any further registration. This Section 2 provides for only one (1) demand for registration, and any Holder wishing to participate in the registration must participate in the registration which occurs pursuant to the Initial Request, if at all. (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 the Initial Request and the Company shall include such information in the written notice to all Holders referred to in subsection 1.2(aSection 2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Holder to include his 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 that made the Initial Request 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 underwritingunderwriting by a majority in interest of the Holders. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities of the Company owned held by each participating Holderall such Holders that have elected to participate 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 of the Company are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 2: (1) during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days following the effective date of, a Company-initiated registration subject to Section 3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (2) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.22, a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 ninety (90) days after receipt of the request of the Initiating Holders; providedHolder, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period. (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 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this 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 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 2510% of the Registrable Securities then outstanding (outstanding, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000)2.5 million, then the Company shall, : (i) within 10 ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use reasonable best efforts to effect promptly, the registration under the Securities Act of all Registrable Securities which the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its reasonable best efforts to file as soon as practicable, and in any event a written request received by the Company within 90 twenty (20) 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 making of the mailing of such notice by the Companypursuant to Section 1.2(a)(i). (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter or underwriters 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 managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all 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 HolderHolder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) 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 Company’s chief executive officer or the chairman of the board of directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of Board, as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 sixty (60) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-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 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 five (5) registrations pursuant to this Section 1.2 1.2, and such registrations registration statement has been declared or ordered effective; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i), provided further, that any such registration shall be deemed to have been “effected” if the registration statement relating thereto (A) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Initiating Holder(s) included in such registration have actually been sold thereunder and (B) has remained effective for a period of at least 180 days; (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding six (6) months, and such registration has 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below; and (iv) 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. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of six (i6) the fifth anniversary date of this 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)Initial Offering, a written request from (i) the Tiger Shareholders, so long as they own five percent (5%) or more of the Registrable Securities then outstanding, (ii) the Expedia Shareholder, so long as it owns five percent (5%) or more of the Registrable Securities then outstanding, or (iii) the Holders of a majority ten percent (10%) or more of the Registrable Securities then outstanding (it being understood that so long as the Tiger Shareholders or the Expedia Shareholder, as applicable, hold or holds in excess of five percent (5%) or more of the Registrable Securities, it shall be limited to making requests pursuant to clause (i) or (ii), respectively but thereafter may join a request pursuant to this clause (iii)) (for purposes of this Section 2.1, each, an “Initiating Holder” or if a demand is made jointly, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)2,500,000, then the Company shall, within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 2.1, use its all commercially reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in subsection 1.2(aSection 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, event the right of any Holder to include his 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 Initiating Holder, or the majority in interest of the Initiating Holders, shall select the underwriter or underwriters (which underwriter or underwriters shall be reasonably acceptable to the Company) and shall determine the pricing of the Registrable Securities offered pursuant to any registration statement in connection with the Initiating Holders’ demand, applicable underwriting discount and other financial terms (including the material terms of the applicable underwriting agreement) and determine the timing of any such registration and sale. 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 underwritingform. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected (x) two (2) registrations where the Tiger Shareholders were the Initiating Holders, (y) two (2) registrations where the Expedia Shareholder was the Initiating Holder, and (z) two registrations where Holders holding in excess of ten percent (10%) or more of the Registrable Securities then outstanding (excluding the Tiger Shareholders or the Expedia Shareholder) were the Initiating Holders, in each case, pursuant to this Section 2.1, and such registrations have been declared or ordered effective (it being understood that if a demand is made jointly, the number of demands available in the future to any Holder shall be reduced by one half (1/2)); 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 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 (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 or Form F-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the President Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its shareholders Shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period. twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other shareholder during such one hundred twenty (120) day period (other than a registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date 90 days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereofa corporate reorganization, unless such offering is the initial public offering merger or acquisition or transaction under Rule 145 of the Company’s securitiesAct, or a registration in which case, ending on a date 180 days after the effective date only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of such registration subject to Section 1.3 hereof; provided debt securities 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 1.4 beloware also being registered).

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementDecember 31, 2003 or (ii) six nine (9) months after the effective date of the first registration statement for a public offering of securities of the Company Common Stock (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 transactions under Rule 145 transactionunder the Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (an "Initial Public Offering"), a written request from the Holders of a majority at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a registration statement (including but not limited to registration statements on Form S-1 and Form SB-2) under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 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 commercially reasonable best efforts to file effect as soon as practicable, and in any event within 90 ninety (90) days of the receipt of such request, a registration statement the registration, firmly underwritten by an underwriter of nationally recognized standing, under the Securities Act covering of all Registrable Securities which the Holders request to be registered within 20 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 4.5. (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 initiating the registration request hereunder (the "INITIATING HOLDERS") and shall be reasonably acceptable to the Company, in its sole discretion. In such event, the The right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holdersthat, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, howeverits opinion, that the number of shares of Common Stock (including Registrable Securities requested to be included in any registration under this Section 1.2) exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will include in such registration (i) first, any securities that the Company desires to include on its own behalf, (ii) second, any Registrable Securities, and (iii) third, any shares of Common Stock for which the Company has received requests for inclusion from other securityholders of the Company with contractual rights to include shares in such a registration, in each case within each such group on a pro rata basis determined by reference to the total number of securities sought to be included in such underwriting registration, PROVIDED, HOWEVER, that if any securities are included in such registration on behalf of the Company and any of the Registrable Securities requested by the Holders to be included in such registration are not included, than such registration shall not be reduced unless all other securities are first entirely excluded from the underwritingdeemed a registration pursuant to this Section 1.2, but rather, shall be deemed a registration initiated pursuant to Section 1.3 hereof. (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 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 or periods aggregating not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-eighteen (18) month period. (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 registrations have been declared or ordered effective1.2; (ii) During the period starting with the date 90 the Company receives a notice under Section 1.2(a) from the Initiating Holders for a registration pursuant to Section 1.2 hereof, and ending on a date one hundred eighty (180) days after the completion of the offering under a registration under Section 1.2 hereof; (iii) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, completion of the offering under a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.to

Request for Registration. At any time and from time to time after the date which is six months from the date hereof, upon the written request of one or more Shareholders holding in the aggregate Registrable Securities representing not less than five percent of the Voting Securities (asuch Shareholders being referred to as the "Requesting Holders") If that the Company effect the registration under the Securities Act of those Registrable Securities held by such Requesting Holders which are specified in such request (which request may specify an underwritten offering), the Company shall receive at within 10 days give written notice of such requested registration to all other holders of Registrable Securities, if any time after (the earlier "Other Holders"). For a period of 15 days following delivery of such notice, each Other Holder, if any, may request in writing that the Company also register part or all of its Registrable Securities (the number of Registrable Securities to be registered shall be specified in such request) and the Company may decide to register for its own account or that of Other Holders Common Stock and/or any other securities of the same type and class as the Registrable Securities to be registered by the Requesting Holders. Subject to the provisions of this Article 2, the Company shall use its best efforts to cause the prompt registration under the Securities Act of (i) the fifth anniversary date of this Agreement, or Registrable Securities that the Requesting Holders have requested the Company to register and (ii) six months after the effective date of the first registration statement for a public offering of all other 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 a majority of the Registrable Securities then outstanding that the Company has determined to register or that the Company has been requested to register by the Other Holders, and in connection therewith, subject to Section 2.3, shall prepare and file on such form as the Company in its reasonable discretion shall determine is appropriate to effect such registration under the Securities Act. Notwithstanding the foregoing, the Company shall not be required to file a registration statement under the Securities Act covering the registration of at least 25% in any of the Registrable Securities then outstanding following situations: (or a lesser percent a) if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $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 reasonable 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 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included registered pursuant to the requests of Shareholders does not exceed two percent of the Voting Securities; (b) during any period of time (not to exceed 90 days with respect to each request) when the Company is "in such underwriting shall not be reduced unless all other securities are first entirely excluded from registration" with respect to a public offering and, in the underwriting. judgment of the managing underwriter thereof, the requested filing would have an adverse effect on the public offering; (c) Notwithstanding the foregoing, if during any period of time (not to exceed 90 days with respect to each request) when the Company shall furnish is in possession of material non-public information that it deems is in its best interest not to Holders requesting disclose publicly; or (d) during the 90 day period following the effectiveness of any previous registration statement filed at the request of a Shareholder or otherwise. The right of the Company not to file 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 paragraphs (b) through (d) above may not be seriously detrimental to the Company and its shareholders exercised 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 an aggregate of 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 not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 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 initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 1.4 below.

Request for Registration. (a) If 4.1.1 The demand registration right shall not be exercised during any of the Company shall receive at any time after the earlier of following periods: (i) the fifth anniversary period commencing on the Closing Date of the Acquisition and ending on the earlier to occur of (x) the date of this Agreementan initial public offering of the equity securities of Cornerstone and (y) that date which is three years following the Closing of the Acquisition, or and (ii) six months after the 24 month period following the effective date of the first registration statement for a an initial public offering of the equity securities of Cornerstone. 4.1.2 Xxxxxxx agrees not to exercise his demand registration right unless (i) the offering proposed by him is firmly underwritten by one of the investment banking firms set forth on Schedule 5.1 hereto or an investment banking firm ------------ of comparable size and reputation, and (ii) if Xxxxxxx exercises his demand registration right prior to such time as Cornerstone effects an initial public offering of its equity securities, such investment banker reasonably believes that it can effect an offering of the Company's equity securities at a valuation which would provide a total market capitalization of the Company immediately following the closing of such offering of at least $100 million. 4.1.3 The demand registration right described herein shall terminate on the earliest to occur of (v) the initial public offering of the equity securities of the Company, (w) 24 months following the expiration of any "lock-up" period mandated by the managing underwriter of the initial public offering of Cornerstone's equity securities, (x) the date of the Reorganization (defined below), (y) a transfer by stockholders of the Company of more than 50% of the outstanding capital stock of the Company (other than computed on a registration statement relating either to fully-diluted basis), provided that such selling stockholders have fully complied with the co-sale provisions of securities to employees Section 3.4 and (z) a merger or consolidation of the Company pursuant to a stock optionCompany, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding provided that the Company file a registration statement under has fully complied with the Securities Act covering the registration provisions of Section 2.2 and Xxxxxxx has received at least 25% thirty (30) days written notice 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 such sale. 4.1.4 The Company shall, within 10 ten (10) days of the receipt thereof, give written notice of such a request to all Holders and shall, subject to the limitations of subsection 1.2(b)for registration, use its reasonable best efforts to file effect as soon as practicable, and in any event within 90 days of practicable the receipt of such request, a registration statement under the Securities Act covering of all Registrable Securities which the Holders request Xxxxxxx requests to be registered within 20 days of the mailing of such notice by the Companyregistered. (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). 4.1.5 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 Xxxxxxx to include his Registrable Securities in such a registration shall be conditioned upon such Holder’s his 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 hereinfirm underwriting. All Holders proposing to distribute their securities through such underwriting shall Xxxxxxx hereby agrees (together with the Company as provided in subsection 1.5(e)Company) to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting pursuant to Section 4.1.2 above, containing customary provisions with respect to indemnification and contribution and providing customary representations and warranties by the Company (which shall be made to and for the benefit of the underwriters and Xxxxxxx). Notwithstanding any other provision of this Section 1.24.1, if the underwriter advises the Initiating Holders Xxxxxxx in writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten because including all of such securities would jeopardize the success of the offering, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of reduced accordingly. Any Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded withdrawn from the underwritingregistration. The Company is obligated to effect only one registration pursuant to this Section 4.1. (c) 4.1.6 Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, Xxxxxxx a certificate signed by the President one of the Company Cornerstone Directors, stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing performance of its obligations pursuant to this Section 4.1 for a period of not more than 120 one hundred eighty (180) days after receipt of the request of the Initiating HoldersXxxxxxx; provided, however, --------- ------- that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, once. Notwithstanding the right of the Company shall not be obligated to effectdefer registration for 180 days, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and if 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 deferral would otherwise cause a termination of the date of filing of, and ending on a date 90 days after the effective date of, a demand registration subject right to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all 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 occur pursuant to Section 1.4 below4.1.3(w), Xxxxxxx'x right to demand registration shall extend for an additional 180 days.

Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) one hundred eighty (180) days following the fifth anniversary date consummation of this Agreement, or the IPO and (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)Fifth Anniversary, a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated which would have an aggregate offering price, net price of underwriting discounts and commissions, would exceed not less than $10,000,000)100,000,000, then the Company shall, shall within 10 twenty (20) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of subsection 1.2(b)this Section 2.1, use its reasonable best efforts to file effect, 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 of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within 20 twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1. In the event that such notice request is made prior to the consummation of the IPO but following the Fifth Anniversary, then the shares registered under the Securities Act in connection with such request shall include an aggregate number of shares of Common Stock to be sold by the Company that represents not less than 10%, or in the event there has been a Failure of Sale Approval (as defined below), 20%, of the issued and outstanding shares of Common Stock of the Company, including any shares of Common Stock issuable upon conversion of any issued and outstanding shares of Preferred Stock, after giving effect to such offering. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in subsection 1.2(a)Section 2.1. The underwriter will be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to those Initiating Holders holding a majority of the CompanyRegistrable Securities held by all Initiating Holders. In such event, the right of any Holder to include his 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 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereofallocated, including first, to the Initiating HoldersHolders and, if the Investor has requested to participate in proportion (the underwriting as nearly as practicable) to a Holder, the amount Investor on a pro rata basis based on the total number of Registrable Securities of the Company owned held by each participating Holdersuch holders; providedand second, however, that the number of shares of to any other Holders on a pro rata basis among all such Holders. In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. (c) 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 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 to take any action to effect, any registration pursuant to this Section 1.22.1 under the following conditions: (i) After after the Company has effected two three (3) registrations pursuant to this Section 1.2 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 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 2.3 below; or (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 or otherwise subject itself to general taxation.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) the fifth anniversary date of this AgreementJuly 19, 2015, or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an a SEC Rule 145 transaction), a written request from (A) in the case of the first registration to be effected pursuant to this Section 1.2, the Holders of a majority at least fifty-one percent (51%) of the Registrable Securities then outstanding, or (B) in the case of any subsequent request following the first registration to be effected pursuant to this Section 1.2, the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding (in any such case, the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the held by such Initiating Holders and with an anticipated aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000)15,000,000, then the Company shall, : (i) within 10 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 sixty (60) days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders and shallrequest to be registered, subject to the limitations of subsection 1.2(b), use its reasonable 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 twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 3.5. (b) If the Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Holder to include 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(e1.4(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 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 thereofelecting to include shares in the offering, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members and stockholders of such holder, or the estates and family members of any such partners and retired partners and members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. (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 shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period; and provided, further, that the Company shall not register any securities for its account or the account of any other stockholder during such one hundred twenty (120) day period (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction). (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 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 during the period starting with the date 90 sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 1.12 below. (e) In connection with a registration under this Section 1.2, the Founders shall be entitled to include any of their shares of Common Stock in any registration by the Company under this subsection 1.2, provided that: (i) their rights under this Section 1.2 shall be subordinate to the rights of the Investors; (ii) if they request inclusion of their securities in such registration, they shall continue to serve as employees of the Company on the effective date of such registration; and (iii) they shall agree to be bound by all other provisions of this Agreement and participate in any such registration on the same basis as each Holder in accordance with all applicable provisions of this Agreement.