Common use of Request for Registration Clause in Contracts

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00015,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (including the Key Holders), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 tothis

Request for Registration. (a) Subject to the conditions of this Section 1.2‎1.2, if the Company shall receive at any time after following the earlier of (i) three i)five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of following the Initial Offering, a written request from the Holders holders of fifty the Preferred Shares holding more thanfifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (other than the Initiating Holders), and subject to the limitations of this Section 1.2‎1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2‎1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Ordinary Shares issued or issuable upon conversion of Preferred Shares held by all such Holders, provided, however, that in any event the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities holders of Series B-1 Preferred Sharesto be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (cb) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section 1.2‎1.2: (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 1.2‎1.2, and such registrations have been declared or ordered effective; or (iiiii) 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section ‎1.3below, provided that the Company is actively employing in good faith efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section ‎1.4hereof; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section ‎1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period; or (v) if the anticipated aggregate offering price (net of any underwriters’ discounts or commissions) is less than $4,000,000.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty percent one-third (50%1/3) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In , provided that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other securities of the Company have been excluded; and provided further that at least 25% of the Registrable Securities requested to be included in such underwriting are first excludedin fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoingIn addition, the Company shall not be required to effect a 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) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, 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.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after [***] of the date of this Agreement or Agreement; or (ii) six (6) months after [***] following the effective date of the Initial Offering, a written request from the any Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) ), including Neuberger or Temasek for clause (i), that the Company file a two (2) registration statement statements under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000[***], then the Company shall, within twenty (20) days [***] of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days [***] of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest [***] of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest those Initiating Holders holding [***] 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) [***] registrations pursuant to this Section 1.22.1, 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 eighty (180) days [***] following the effective date of a Company-Company initiated registration subject toto Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than [***] after receipt of the request of the Initiating Holders; provided that such right shall be exercised by the Company not more than [once] in any [***] period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded, including securities that are not Registrable Securities held by Holders. For purposes of this Section 1.2(b), any Holder of Registrable Securities that is a venture capital fund (or other investment fund), partnership or corporation, the venture capital funds (or other investment funds), partners, retired partners and stockholders that are Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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, and shall not register any securities that are not Registrable Securities for the account of any Holder, during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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).

Request for Registration. (a) 2.1 Subject to the conditions of this Section 1.22, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) that is six (6) months after the effective date of the Initial Offering, Offering a written request from the Holders of fifty percent (holding at least 50%) or more % of the Registrable Securities in each case, then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 1.22, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)2.1. (b) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, 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 Section 1.2(a)2.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may Company shall include in such registration, (i) first, the Registrable Securities requested to be included in therein by the underwriting shall Holders requesting such registration (the securities so included to be allocated to between the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no , (ii) second, shares which the Company may wish to register for its own account, and (iii) third, other securities requested and entitled to be included in such registration provided, however, that in any event shall any all Registrable Securities must be excluded from included in such underwriting unless all registration prior to any other securities are first excludedof the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least twenty (20) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting underwritten public offering shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 2.3 The Company shall not be required to effect a registration pursuant to this Section 1.22: (ia) 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; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required by the Holders pursuant to this Section 2– it will not be able to excuse itself from the demand request based on this exclusion; or (iib) after the Company has effected two three (23) registrations pursuant to this Section 1.22, and such registrations have been declared or ordered effective; or (iiic) during if the period starting Initiating Holders, together with the date sixty holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (60if any) days prior at an aggregate price to the Company’s good faith estimate public (net of the date any underwriters’ discounts or commissions) of the filing less than $5,000,000; or (d) within a period of and ending on a date one hundred eighty (180) days following the effective date of a previous registration. (e) If the Company shall furnish to all the holders of Registrable Securities who joined in the request for registration pursuant to Section 2.1 above a certificate signed by the Chief Executive Officer of the Company or Chairman of the Board of Directors according to which in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for any registration to be effected as requested under Section 2.1, then the Company shall have the right to defer the filing of a registration statement under the Securities Act with respect to such requested offering for a period of not more than ninety (90) days from delivery of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-initiated month period. 2.4 For purposes of Section 2, the Initiating Holders shall be entitled to determine that a registration subject toshall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.2, 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, provided that during the term of this Agreement, the Initiating Holders shall only be entitled to make a determination under this Section 2.4 two (2) times.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 its reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all 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 use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 Company‑initiated registration subject toto 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 Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S‑3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company 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 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 one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section 1.22.02, if the Company shall receive receive, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after have elapsed following the effective date of the Initial OfferingIPO, a written request from the Holders of fifty percent (50%) or more Shareholders holding at least a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 1.22.02, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000US$50,000,000, 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 1.22.02, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.02(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.02(a) and the Company shall include such information in the written notice referred to in Section 1.2(a2.02(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and a majority in interest of the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.22.02, if the underwriter underwriter(s) advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all the Holders of Registrable Securities that would otherwise be underwritten pursuant heretothereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.02: (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 1.22.02, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a the date that is one hundred and eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 2.03 below; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form F-3 or Form S-3 pursuant to Section 2.04 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.02 a certificate signed by the Chairman of the Board, stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 shareholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00015,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right 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 shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request (the “Initial Request”) from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereofof the Initial Request, give written notice of such request the Initial Request to all Holders, and subject to the limitations of this Section 1.2, use efforts to effect, file as soon as practicable, the and in any event within 90 days, a registration statement under the Act of all covering the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of after the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the Initial Request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the 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) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to among the participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section 1.2: (i1) 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 (ii2) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective, provided, that either (i) the distributions described in such registration statements have been completed or (ii) the registration statements continue to remain in effect and there are no “stop orders” in effect with respect to such registration statements; or (iii3) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company-initiated registration subject to Section 1.3 hereof, provided the Company delivers notice to the Holders within thirty days of any request for registration under this Section 1.2, and ending on a date ninety days after such registration or in the case of the Initial Offering ending on a date one hundred eighty (180) days following after the effective date of such Initial Offering, provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or (4) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (5) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty days after receipt of the Initial Request, provided that such right to delay any request of the Holders under this Section 1 shall be exercised by the Company not more than once in any twelve-initiated registration subject tomonth period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00015,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or Agreement, or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty percent (5020%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00020,000,000 (prior to underwriting 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any selling Holder that is an investment fund, partnership, limited partnership, limited liability company or corporation, the affiliated investment funds, partners, limited partners, members, retired partners, retired members and stockholders of such Holder, or the estates and family members of any such partners, members, retired partners, retired members, stockholders 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 Holders” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.21.3, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or February 16, 2014, or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.21.3, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use its best efforts to effectfile, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Act of covering all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.3(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.3 and the Company shall include such information in the written notice referred to in Section 1.2(a1.3(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority two-thirds in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)) and second, to the other securities to be included in such registration. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section 1.21.3: (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 1.21.3, and such registrations have been declared or ordered effective; or; (iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.4 hereof, unless such offering is the Initial Offering, in which case, ending on a date one hundred eighty (180) days following after the effective date of a Company-initiated such registration subject toto Section 1.4, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 1.4 hereof without reduction by the underwriter thereof; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.5 hereof; or (v) if the Company shall furnish to Holders within thirty (30) days after requesting a registration statement pursuant to this Section 1.3, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve (12) month period.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00015,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty forty percent (5040%) or more 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 Act covering the registration of at least twenty percent (20%) of the Registrable Securities with an outstanding (or a lesser percent if the anticipated aggregate offering price of at least would exceed $10,000,00015,000,000), 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of a majority in interest of the Registrable Securities held by Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, members, retired members, partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, retired members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. For this purpose, the X. Xxxx Price Investors shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling Holder,” as defined in this sentence. (c) 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 one (21) registrations registration pursuant to this Section 1.2, and such registrations have registration has 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section CLAUSE 1.2, if the Company shall receive at any time after the earlier of Closing Date (ias defined in the Share Exchange Agreement) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 CLAUSE 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section CLAUSE 1.2(a). (ba) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section CLAUSE 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(athis CLAUSE1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s '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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2CLAUSE1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In , provided that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other securities are first of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (cb) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section CLAUSE 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 CLAUSE 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 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto CLAUSE 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to CLAUSE 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration pursuant to this CLAUSE 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to 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 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 other of its shares during such ninety (90) day period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in this Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In , provided that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other securities of the Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are first excludedin fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoingIn addition, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than US$5,000,000; (iv) during the period starting with the date sixty (60) says prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (v) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (vi) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to 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 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 other of its shares during such ninety (90) days; or (vii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to.

Request for Registration. (a) Subject to the conditions of this Section 1.23.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or August 15, 2008 or (ii) six twelve (612) months after the effective date of the Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering”), a written request from the Holders of fifty thirty percent (5030%) or more 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 Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, 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 1.23.2, use best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a3.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 3.2 and the Company shall include such information in the written notice referred to in Section 1.2(a3.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.23.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section 1.23.2: (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 Securities Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.23.2, 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 3.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 3.6 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.2, a certificate signed by the Company’s President or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding Series B Preferred Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least more than $10,000,00020,000,000, 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 its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)) to the Holders in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; or (iii) during the period starting with the date sixty ninety (6090) 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00025,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding at a majority of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty at least thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00020,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three four (34) years after from the date of this Agreement or the Initial Closing and (ii) six (6) months after the effective date of the Initial OfferingOffering or Direct Listing, a written request from the Holders of fifty percent (at least 50%) or more % of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00030,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto 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; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or August 30, 2025 or (ii) six (6) months after the effective date of the Initial Offering, a written request from (a) any Institutional Holder or (b) the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding outstanding, excluding for all purposes under clause (b) any Registrable Securities held by a Strategic Investor or a Competitor Transferee (for purposes of this Section 1.22.1, the “Initiating Holders”) ), that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00020,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing sending of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holdersaccordance with Section 2.1(d). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1: (i) 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, unless the Company is already qualified to do business in such jurisdiction or subject to service of process in such jurisdiction and except as may be required under the Act; or; (ii) after the Company has effected two three (23) registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; or; (iii) during the period starting with the date sixty ninety (6090) 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 toto 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; (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 a Suspension Notice, 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 and the rights under Sections 2.3(b)(iii), 2.3(d)(i)(1), 2.3(d)(ii) and 2.4 shall be exercised by the Company not more than once in any twelve (12)-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90)-day period (other than a registration relating solely to 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) The Institutional Holder or Holders of a majority of the Registrable Securities, excluding for this purpose any Registrable Securities held by a Strategic Investor or a Competitor Transferee, as the case may be, initially requesting registration hereunder will have the right to select the underwriter or underwriters in an offering under a registration pursuant to this Section 2.1, which underwriter or underwriters shall be reasonably acceptable to the Company.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty at least twenty-five percent (5025%) or more 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 Act covering the registration of at least twenty-five percent (25%) of the then outstanding Registrable Securities with an Securities, or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0005,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)Company. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In , provided that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other securities are first of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoingIn addition, the Company shall not be required to effect a 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) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve (12) month period, provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such one ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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); or (vi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier twelve (12) month anniversary of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty percent (50%) a majority or more 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 Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities with an then outstanding or a lesser percent if the anticipated aggregate offering price price, net of at least $10,000,000underwriting discounts and commissions, would exceed Twenty Million Dollars (US$20,000,000), 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 1.22.1, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in this Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoingIn addition, the Company shall not be required to effect a registration pursuant to this Section 1.22.1: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 2.1 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 2.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such one hundred twenty (120) day period; or (vi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive (i) a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding at any time after the earlier of (i) three (3) years after the date of this Agreement or February 19, 2011, or (ii) a written request from the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act (other than a registration on Form S-3) having an aggregate offering price of not less than ten million dollars ($10,000,000) at any time after six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more first registration statement for an underwritten public offering 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Company’s Common Stock, then the Company shall, : (i) within twenty thirty (2030) 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 efforts to effect, ; 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 Securities Act of all Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) that the Holders request to be registered registered, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt of the mailing written notice described in subsection 2.2(a)(i) subject to the limitations of the Company’s notice pursuant to this Section 1.2(asubsections 2.2(b), (c) and (d) hereof. (b) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 2.2(a)(i). The underwriter will be selected by the Company within ten (10) days of giving the notice described in subsection 2.2(a)(i) and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its his or her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed to by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore in the best interests of the Company to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days; provided, however, that the Company may not utilize this right more than once in any 12-month period. (d) In addition, the Company shall not be required obligated to effect a 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 2.2 and such registrations have been declared or ordered effective and have remained continuously effective for the lesser of (i) the period during which all Registrable Securities registered in each such registration have been sold or (ii) one hundred twenty (120) days; provided, however, that a registration shall not been deemed to have been effected pursuant to this Section 2.2 if (x) after such registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of any governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure by the Initiating Holders; (ii) during the period starting with the date sixty (60) days prior to the Board’s good faith estimate of the filing date of a registration statement subject to Section 2.3 hereof (provided that notice of such estimated filing date is given to the Initiating Holders within twenty (20) days of their request for registration) and ending on (x) the date one hundred eighty (180) days after the effective date of the first registration statement for an underwritten public offering of the Company’s Common Stock or (y) the date ninety (90) days after the effective date of any other registration statement subject to Section 2.3 hereof; provided that the Company is actively employing all good faith reasonable efforts to cause such registration statement to become 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 2.4 below; or (iv) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or. (iie) after the The Company has effected two (2) registrations shall pay all expenses incurred in connection with each registration requested pursuant to this Section 1.22.2 (excluding underwriters’ or brokers’ discounts and commissions) including, without limitation, all filing, federal and “blue sky” registration and qualification fees, printers’ and accounting fees, the fees and expenses of counsel for the Company, and such registrations have been declared the reasonable fees and disbursements of one counsel for the selling Holder or ordered effectiveHolders; or provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.2 if (iiii) during the period starting with registration request is subsequently withdrawn at the date sixty request of the Holders of greater than sixty-six and two-thirds percent (6066 2/3%) days prior of the Registrable Securities to be registered unless the registration is withdrawn because the Company disclosed information that is materially adverse to the Company’s good faith estimate Company or its stock price, in which case the Company will be required to pay such expenses and the Holders will retain their rights hereunder or (ii) unless the Holders of greater than sixty-six and two-thirds percent (66 2/3%) of the date of the filing of and ending on a date Registrable Securities agree to forfeit one hundred eighty (1801) days following the effective date of a Company-initiated registration subject topursuant to this Section 2.2.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or January 26, 2001, or (ii) six twelve (612) months after the effective date consummation of the Company's Initial Public Offering, a written request from the Holders of fifty forty percent (5040%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate gross offering price of at least ten million dollars ($10,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use efforts to effect, effect as soon as practicable, and in any event shall use its best efforts to effect within one hundred twenty (120) days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise requesting to be underwritten pursuant heretoincluded in the underwriting, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders requesting to be included in the underwriting, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities pro rata based on of the Company owned by each Holder at the time of filing the registration statement; provided, however, that the number of shares of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities securities, including, without limitation, any shares offered by the Company, are first excludedentirely excluded from the underwriting. Any No Registrable Securities excluded or withdrawn from such the underwriting by reason of the managing underwriters' marketing limitation shall be withdrawn from included in such registration. To facilitate the registrationallocation 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 is obligated to effect only one (1) registration pursuant to this Section 1.2 (counting for this purpose only registrations that have been declared or ordered effective and pursuant to which Registrable Securities have been sold). (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 stockholders for such registration statement to be filed and that it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may defer its obligations for this reason only once in any twelve (12) month period. (e) Notwithstanding anything to the contrary in this Section 1.2, the Company shall not be required obligated to take an action to effect a such registration pursuant to this Section 1.2: 1.2 for a period of six (i6) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days months following the effective date of a Company-initiated registration subject tostatement previously filed by the Company (other than a registration of securities in a SEC Rule 145 transaction or with respect to an employee benefit plan). (f) If any registration statement prepared pursuant to this Section 1.2 is not filed or does not become effective or fails to close as a result of the decision of the Initiating Holders or any underwriter designated by them, the obligation of the Company to prepare and file a registration statement at the request of such Initiating Holders shall nevertheless have been satisfied unless such Initiating Holders shall reimburse the Company for its registration expenses set forth in Section 1.6 herein incurred in connection with the preparation and filing of such registration statement. If the registration statement otherwise fails to become effective or fails to close, the registration rights of the Holders provided in Section 1.2 shall remain fully available as if the registration had not been requested by the Initiating Holders.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or and (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, then the Company shall, within twenty (20) days 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of 20)-days after the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; or (iii) during the period starting with the date sixty thirty (60) days 30)-days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty ninety (180) days 90)-days following the effective date of a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing good faith commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and stockholders for such registration to be effected at such time, in which event Company shall have the right to 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 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 other stockholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or April 30, 2001 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) business 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 its reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) calendar days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 or Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.2(a) or Section 1.4(a). In such event the right of any Holder to include 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any , provided, however, that the number of shares of Registrable Securities to be excluded from -------- ------- included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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 registration have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive receive, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000twenty percent (20%) of the then outstanding Registrable Securities, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in this Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)Company. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In , provided that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other issued and outstanding securities are first of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoingIn addition, the Company shall not be required to effect a 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) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 one hundred twenty (120) days after receipt of the request of the Initiating Holders; or (vi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) 5 years after the date of this Agreement or or (ii) six (6) months 180 days after the effective date of the Initial Offering, Company’s IPO a written request from the Holders of fifty at least forty percent (5040%) or more 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 Registrable Securities with an a reasonably anticipated aggregate offering price of at least $10,000,0005,000,000, then the Company shall, : (i) within twenty ten (2010) days of the receipt thereof, thereof give written notice of such request to all Holders; (ii) as soon as practicable, and in any event within 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, subject to the limitations of this Section 1.2subsection 2.1(b), use efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with Section 3.2; and (iii) use all commercially reasonable efforts to this Section 1.2(a)cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to the Initiating Holders). In such event event, the right of any Holder to include its 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 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, 2.1 if the underwriter advises the Company in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by all such the Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. 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, the The Company shall not be required obligated to effect a registration effect, or to take any action to effect, any registration (i) pursuant to this Section 1.2:2.1; (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective, provided that a registration shall not be counted (i) until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5) or (ii) if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (C) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; (D) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k); or (E) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of and the ending on date 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 effective; 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 (iiB) after If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k). (d) Notwithstanding the foregoing, if the Company has effected two (2) registrations shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during 2.1 a certificate signed by the period starting with Chief Executive Officer of the date sixty (60) days prior Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company’s good faith estimate of the date of Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of and ending on such registration statement, the Company shall have the right to defer taking action with respect to such filing for a date one hundred eighty period of not more than ninety (18090) days following after receipt of the effective date 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 Company-initiated registration subject tostatement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Secruities, 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) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including including, without limitation, Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including including, without limitation, the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors 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 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 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, 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) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00030,000,000, 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 commercially reasonable efforts to effect, as soon expeditiously as practicablepossible, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 its own account or that of any other stockholder during such one hundred twenty (120) day period.

Request for Registration. (a) Subject to the terms and conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders Holder(s) of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2collectively, the “Initiating HoldersRequesting Holder”) ), requesting that the Company file a registration statement under the Act covering the registration of all or any portion of the Registrable Securities with then outstanding having an anticipated aggregate offering price to the public (net of at least any underwriter’s discounts or commissions) of not less than $10,000,000, 50,000,000 then the Company shall, : (i) within twenty ten (2010) 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 efforts to effect, ; 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 that the Holders request to be registered registered, together with all or such portion of the Registrable Securities of any Holder or Holders joining in a written such request received by pursuant to the Company terms of this Agreement, subject to the limitations of subsection 1.2(b), within twenty fifteen (2015) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)4.5. (b) If the Initiating Holders intend Requesting Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 1.2(a)(i). The underwriter will be selected by the Requesting Holder and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Requesting Holder in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Requesting Holder shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the offering in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities pro rata based on of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting by the Requesting Holder shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of a majority of the Board of Directors of the Company (the “Board of Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, 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 Requesting Holder; provided, however, that the Company may not postpone the filing or effectiveness of one or more registration statements for more than ninety (90) days in the aggregate in any twelve (12) month period. (d) In addition, notwithstanding anything to the contrary set forth herein, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 three (23) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; orprovided, however, that for purposes of this clause (i), each Underwritten Offering under Section 1.12(b) shall constitute a registration pursuant to this Section 1.2 that has been declared or ordered effective; (iiiii) 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 of, and ending on a date one hundred eighty (180) days following after the effective date of, a registration statement filed by the Company pursuant to Section 1.2 or 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be effective; or (iii) if the Requesting Holder proposes to dispose of shares of Registrable Securities that are eligible for resale under a Company-initiated shelf registration subject tostatement (or pursuant to an amendment or supplement thereto) that is effective and available pursuant to Section 1.12(a) or (b).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company PMC shall receive at any time after the earlier it has had net operating income of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offeringat least $1,250,000 for a fiscal quarter, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “"Initiating Holders”) "), that the Company PMC file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, then the Company PMC 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 best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company PMC within twenty (20) days of the mailing of the Company’s PMC's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company PMC as a part of their request made pursuant to this Section 1.2 and the Company PMC shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s '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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company PMC (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company PMC that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company PMC shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company PMC shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company PMC would be required to execute a general consent to service of process in effecting such registration, unless the Company PMC is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company PMC has effected two one (21) registrations registration pursuant to this Section 1.2, and such registrations have registration has been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s PMC's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that PMC is actively employing in good faith best efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if PMC shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by PMC's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of PMC, it would be seriously detrimental to PMC and its stockholders for such registration statement to be effected at such time, in which event PMC 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 shall be exercised by PMC not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00020,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest at least fifty percent (50%) of the Initiating Holders Holders, such Holder and such Holderthe Company) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding at least fifty percent (50%) of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s President or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be materially 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 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 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, 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); or (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (vii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (c)(vi) above to firmly underwrite the offer.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this the Purchase Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of at least a majority of the Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0007,500,000), 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of 3 this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.2, if the Company shall receive at At any time after the earlier of (i) three (3) years after the date of this Agreement or August 22, 2005 or (ii) six (6) months the date that is 180 days after the effective closing date of the Initial Offeringfirst registered public offering of equity securities of the Company, if the Company shall receive a written request from the Holders any Investor Holder(s) of fifty at least twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of and entitled to registration rights under this Section 1.2, 1 (the “Initiating Holders”) that the Company file a effect the registration statement under the 1933 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, then the Company shall, within twenty (20) fifteen days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2, use its best efforts to effect, effect such a registration as soon as practicable, practicable and in any event to file within 90 days of the receipt of such request a registration statement under the 1933 Act of covering all the Registrable Securities that which the Holders shall in writing request to be registered in a written request received (within 20 days of receipt of the notice given by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)) to be included in such registration and to use its best efforts to have such registration statement become effective; provided, however, that the Company will not be required to effect the registration of Registrable Securities under this Section 1.2(a) unless the Registrable Securities are offered at a proposed aggregate offering price of not less than $15,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority two-thirds in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(d)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be and reasonably acceptable to a majority two-thirds in interest of the Initiating Holders); provided, however, that if the underwriter is not reasonably acceptable to two-thirds in interest of the Initiating Holders, such Initiating Holders may select an underwriter or underwriters which shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if if, in the case of a registration requested pursuant to Section 1.2(a), the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise the Company and all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and all the securities other than Registrable Securities sought to be included in the underwriting shall first be excluded. Next, to the extent that further limitation is required, Registrable Securities held by the Common Stockholders sought to be included in the underwriting shall be excluded pro rata among all such Common Stockholders (according to the number of shares Registrable Securities then held by each such Common Stockholder). To the extent that further limitation is required, the number of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on among all Investor Holders thereof desiring to participate in such underwriting (according to the number of Registrable Securities then held by all each such Holders (including the Initiating HoldersInvestor Holder). In For the sake of clarity, no event shall any Registrable Securities requested by any Initiating Holder to be included in a registration pursuant to Section 1.2(a) shall be excluded from such the underwriting unless (i) all securities other securities are first excluded. Any than Registrable Securities have first been excluded or withdrawn from such underwriting shall be withdrawn from and (ii) all Registrable Securities held by the registrationCommon Stockholders have first been excluded. (c) Notwithstanding the foregoing, the The Company shall not be required is obligated to effect a only three registrations pursuant to Section 1.2(a); provided, however, that no registration pursuant to Section 1.2(a) shall be deemed to be a registration for any purpose of this sentence if (i) the number of Registrable Securities included in the underwriting does not equal or exceed 75% of the number of Registrable Securities proposed by the Holders to be distributed through such underwriting and (ii) the Holders pay all expenses of such registration, including those otherwise payable by the Company in accordance with Section 1.6; and provided, further, that no registration of Registrable Securities which shall not have become and remained effective in accordance with Section 1.4 shall be deemed to be a registration for any purpose of this sentence unless such registration was withdrawn at the request of the Holders except under the circumstances described in the second proviso in the penultimate sentence of Section 1.6 hereof. (d) Notwithstanding the foregoing provisions of 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 event that the Company is already subject requested to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations file any registration statement pursuant to this Section 1.2, and (i) the Company shall not be obligated to effect the filing of such registrations have been declared or ordered effective; orregistration statement: (iiiA) 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) 180 days following the effective date of any other registration statement pertaining to an underwritten public offering of securities for the account of the Company or any Holder; (B) if, in the case of the initial public offering of the Company’s securities, the Company and the Initiating Holders are unable to obtain the commitment of the underwriter selected pursuant to Section 1.2(b) to underwrite the offering on a Companyfirm commitment basis; or (C) for a period of up to 90 days after the date of a request for registration pursuant to this Section 1.2 if at the time of such request (1) the Company is engaged, or has fixed plans to engage, within 90 days of the time of such request, in a firm commitment underwritten public offering of Common Stock in which the holders of Registrable Securities include Registrable Securities pursuant to Section 1.3 or (2) the Company is currently engaged in a self-initiated tender or exchange offer and the filing of a registration subject tostatement would cause a violation of the Securities Exchange Act of 1934, as amended (the “1934 Act”); or (ii) if the Company shall furnish to the Holders requesting such registration statement a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the relevant Initiating Holders; provided, however, that the Company may not utilize the right set forth in this Section 1.2(d)(ii) more than once in any twelve-month period. (e) Each registration requested pursuant to Section 1.2(a) shall be effected by the filing of a registration statement on Form S-1 (or if such form is not available, any other form which includes substantially the same information (other than information which is incorporated by reference) as would be required to be included in a registration statement on such form as currently constituted). Notwithstanding the foregoing, with the prior consent of the Initiating Holders, such consent not to be unreasonably withheld, the Company may, if permitted by law, effect any registration request under this Section 1 by the filing of a registration statement on Form S-3, provided that at the request of the Initiating Holders the Company will include on such Form S-3 information which the Initiating Holders determine in their reasonable discretion to be of material importance to the success of such proposed registration.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company 2.1 If Targanta U.S. shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months that is 180 days after the effective date of the Initial Offering, Offering a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company Targanta U.S. file a registration statement under the Act covering Act, provided the registration of Registrable Securities with an anticipated as to which each registration is so requested have a proposed aggregate offering price to the public of at least $10,000,000US$30,000,000, then the Company shall, within twenty (20) days of the Targanta U.S. shall immediately upon receipt thereof, give written notice of such request to all Holders, and shall, subject to the limitations of this Section 1.22, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered (subject to any limitations in this Agreement) in a written request received by the Company Targanta U.S. within twenty (20) 30 days of the mailing of the Company’s notice by Targanta U.S. pursuant to this Section 1.2(a)subsection 2.1. (b) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Targanta U.S., in writing, as a part of their written request made pursuant to this Section 1.2 2 and the Company Targanta U.S. shall include such information in the written notice referred to in Section 1.2(a)subsection 2.1. In The underwriter will be selected by Targanta U.S. and shall be reasonably acceptable to the Initiating Holders holding at least 60% of the Registrable Securities to be sold in such event the offering. The right of any Holder to include its Registrable Securities in such registration shall be conditioned conditional 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 Targanta U.S. as provided in subsection 5.1.5) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be form, and reasonably acceptable to such Initiating Holders. A Holder may elect to include in such underwriting all or a majority in interest part of the Initiating Holders)Registrable Securities it holds. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Company Targanta U.S. that marketing factors require a limitation on of the number of securities shares to be underwritten (including Registrable Securities), then the Company Targanta U.S. shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities shares of Preferred Stock and Exchangeable Shares held by all such Holders (including the Initiating Holders). In If all such shares are included in the underwritten offering, the number of additional shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of shares of Preferred Stock and Exchangeable Shares held by all such Holders (including the Initiating Holders). If all such shares are included in the underwritten offering, the number of additional shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of shares of Common Stock and Common Exchangeable Shares held by all such Holders (including the Initiating Holders); provided, however, in no event shall any Registrable Securities securities of the Holders be excluded from such underwriting unless all securities of all other securities shareholders and Targanta U.S. are first entirely excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) . Notwithstanding the foregoing, if Targanta U.S. shall furnish to Holders within 10 days of receipt of a written request for registration pursuant to this Section 2, a certificate signed by the Company chief executive officer of Targanta U.S. stating that in the good faith judgment of the Board of Directors of Targanta U.S. it would be contrary to the best interest of Targanta U.S. and the Canadian Corporations, taken as a whole, for such registration to be effected at such time, Targanta U.S. shall have the right to defer such filing for a period of not more than 120 days after receipt of the written request of the Initiating Holders, provided that such right to delay a written request shall be exercised by Targanta U.S. not more than once in any 12-month period. 2.3 Targanta U.S. 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 subsection 2.1 if Targanta U.S. has effected two (2) three registrations pursuant to this Section 1.2subsection 2.1, and such registrations have been declared or ordered effective. 2.4 In addition to the rights provided for in subsection 2.1, in the event the Investors own Registrable Securities at such time as Targanta U.S. shall have qualified for the use of Form S-3, the Investors shall have the right to request an unlimited number of, and Targanta U.S. shall file, additional registrations on Form S-3; or provided, however, that Targanta U.S. shall not be obligated to file and cause to become effective any registration statement on Form S-3 (iiii) during where the proposed aggregate offering price of the Registrable Securities to be sold is less than US$3,000,000 or (ii) if, within the calendar year of the request for registration on Form S-3 by the Investors pursuant to this subsection 2.4, Targanta U.S. has effected two such registrations, and such registrations have been declared or ordered effective. Whenever Targanta U.S. is required by this subsection 2.4 to effect the registration of the Registrable Securities, each of the procedures and requirements of subsections 2.1 and 2.2, including but not limited to the requirement that Targanta U.S. notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to the registration under this subsection 2.4, provided, however, that the period starting with of time in which such Holders are entitled to notify Targanta U.S. in writing of their intention to participate shall be 15 days instead of 30 days. 2.5 If, however, after 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 12th full calendar month after the effective date of the Initial Offering, Targanta U.S. is not eligible for the use of Form S-3 for secondary sales and the Investors shall thereafter make a Company-initiated request in writing to effect the registration subject tounder the Act of an offering of Registrable Securities pursuant to subsection 2.4, Targanta U.S. shall, as expeditiously as practicable, use its best efforts to effect the registration, on a form of general use under the Act, of all of the shares of Registrable Securities that Targanta U.S. has been requested to register and such registration shall be in addition to the number of registrations provided in subsection 2.3.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the fifth anniversary of the date of this Agreement or hereof, or (ii) six (6) months after the effective date of the Initial Offeringfirst 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 fifty percent (50%) or more at least 33 1/3% of the Registrable Securities Preferred Stock (or Common Stock converted therefrom) 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 Registrable Securities with an Securities, the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, of which are in excess of $10,000,0005,000,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.3. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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 by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (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 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 shares for its own account during such 90 day period, but such prohibition shall not apply to the registration of Company shares in connection with a merger or other strategic transaction by the Company. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto 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) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after June 30, 1998 and at such time as both of the earlier of following circumstances shall exist: (i) three (3) years after the date Company shall have generated total revenues of this Agreement or at least $25,000,000 for the 12 consecutive month period ending on the last day of the calendar month immediately prior to such time and (ii) six the Company's income from operations, calculated in accordance with generally accepted accounting principles (6"GAAP") months after and on a basis consistent with the effective date of Company's past practices and procedures, shall have been greater than zero for the Initial Offeringtwo most recent fiscal quarters immediately prior to such time, a written request from the Holders of fifty more than 20% percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) on that date that the Company file a registration statement under the Act covering the registration of at least thirty percent of the Registrable Securities with an anticipated aggregate offering price of at least $10,000,000then outstanding, then the Company shall, within twenty (20) ten days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its reasonable efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.6. (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 Section subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders (calculated based upon the number of Registrable Securities beneficially owned by each Initiating Holder at the time the request shall be made) and shall be reasonably acceptable to the Company and Oracle. In such event event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities that are to be sold in such offering in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by in accordance with the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)foregoing. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, in each case in proportion (as nearly as practicable) to the Holders of such Registrable Securities pro rata based on the number amount of Registrable Securities held of the Company owned by all such Holders (including each Holder electing to participate in the Initiating Holders). In no event shall any underwriting; provided, however, that the Registrable Securities to be included in such Underwriting shall not be reduced unless all securities (other than Registrable Securities) are first entirely excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed 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 required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations one registration pursuant to this Section 1.2, 1.2 and such registrations registration shall have been declared or ordered effective; or (iiiii) during During the period starting with the date sixty (60) 60 days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) 180 days following after the effective date of of, a Company-initiated registration subject toto 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.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or July 26, 2023 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, as soon as reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Act covering all Registrable Securities that the Initiating Holders request to be registered and use its commercially reasonable efforts to effect, as soon as practicablepracticable after such filing, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or 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 toto 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. (d) For purposes of Section 2.1, a registration shall not be counted as “effected” (i) if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), 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 (ii) the Holders bear the expenses of such registration as though it were withdrawn at the request of the Holders of a majority of the Registrable Securities pursuant to Section 2.6.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive In case at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) more than six (6) months after the effective date of this Agreement, the Initial Offering, Corporation shall receive from any Holder a written request from that the Holders of fifty percent (50%) Corporation effect any registration with respect to all or more a part of the Registrable Securities then outstanding (for purposes of this Section 1.2Securities, the “Initiating Holders”) PROVIDED that the Company file a registration statement under the Act covering the registration number of shares of Registrable Securities with of such requesting Holder nominated to be included in such registration would result in an anticipated aggregate offering price of at least $10,000,0005,000,000, then net of underwriter discounts and commissions, and PROVIDED, FURTHER, that no Holder (or transferee, assignee or Affiliate of such Holder) shall be entitled to make more than one (1) such request, the Company shall, within twenty Corporation will: (20i) days of the receipt thereof, promptly give written notice of such request the proposed registration to all other Holders, and subject to the limitations of this Section 1.2, use efforts to effect, ; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the registration execution of an undertaking to file pre-effective and post-effective amendments and supplements, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities that as are specified in such request, together with (A) all or such portion of the Registrable Securities of any other Holder or Holders joining in such request to be registered as are specified in a written request received notice given by any such other Holders to the Company Corporation within twenty thirty (2030) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered after receipt by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn written notice from the registration. Corporation; and (cB) Notwithstanding such Securities of the foregoingCorporation which the Corporation elects to register and offer for its own account as part of such registration ("COMPANY SECURITIES"), PROVIDED that the Company Corporation shall not be required obligated to take any action to effect a any such registration pursuant to this Section 1.2:3.1 after the Corporation has effected 1. Subject to the foregoing provisions, the Corporation shall file a registration statement covering the Registrable Securities and Company Securities (iif any) so requested or otherwise elected to be registered as soon as practicable, but in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date event within sixty (60) days prior days, after receipt of the request or requests of the Initiating Holders, PROVIDED, that the Corporation shall have the right to defer any such requested registration once in any twelve-month period, for a period of up to forty-five (45) days, if in the good faith opinion of the Board, it would be seriously detrimental to the Company’s good faith estimate of the date of the filing of and ending on Corporation for a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject tostatement to be filed.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after during the earlier of (i) three (3) years after Shelf Registration Period be ineligible to use Form S-3 or Form S-3 shall be for any reason unavailable to register the date of this Agreement or (ii) six (6) months after Registrable Securities under the effective date rules and regulation of the Initial OfferingSEC, and the duration of such ineligibility or unavailability exceeds or is expected to exceed 60 days, the Holders shall have the right by a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2to the Company, the “Initiating Holders”) that to require the Company to file a registration statement under the Act covering the registration resales of at least 25% of the Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,000), then but in no event will the aggregate value of the shares to be registered under such registration statement be less than $500,000. Upon its receipt of such a written request, the Company shall, within twenty (20) days of the receipt thereof, give shall given written notice of such request to all HoldersHolders within ten days thereof. The Company shall file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Act covering resales of all Registrable Securities which Holders request to be registered, subject to the limitations of this Section 1.2, use efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(asubsection 1.14(b). (b) If the Holders initiating the registration request hereunder (the "Initiating Holders Holders") intend to distribute the Registrable Securities ------------------ covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.14(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 1.14(a). The managing underwriter shall 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 its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.21.14, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 apportioned (a) first to the Holders holders of such the Series C Registrable Securities selling Series C Registrable Securities pro rata based on according to the number total amount of Series C Registrable Securities held entitled to be included therein owned by all each such Holders selling holder; (including b) second to the Initiating Holders). In no event shall any holders selling Series A and B Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any pro rata according to the total amount of Series A and B Registrable Securities excluded or withdrawn from entitled to be included therein owned by each such underwriting shall selling holder and (c) third, to the extent determined by the underwriters to be withdrawn from compatible with the registrationoffering, to other stockholders. (c) Notwithstanding the foregoing, the The Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 (ii1.14(a) after the Company has effected two (2) registrations pursuant to this Section 1.2, 1.14(a) and such registrations have been declared or ordered effective; or (iiiprovided, however, that a -------- ------- registration will not count as a registration pursuant to this Section 1.14(a) during unless the period starting with Holders requesting registration are able to register the date sixty (60) days prior to the Company’s good faith estimate offering and sale of at least 50% of the date shares of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject toRegistrable Securities that they have requested be included in such registration.

Request for Registration. (a) Subject to the conditions of this Section 1.21.3, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or July 10, 2008, or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.21.3, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use its best efforts to effectfile, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Act of covering all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.3(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.3 and the Company shall include such information in the written notice referred to in Section 1.2(a1.3(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority two-thirds in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Holders holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)) and second, to the other securities to be included in such registration. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the The Company shall not be required to effect a registration pursuant to this Section 1.21.3: (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 1.21.3, and such registrations have been declared or ordered effective; or; (iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.4 hereof, unless such offering is the Initial Offering, in which case, ending on a date one hundred eighty (180) days following after the effective date of a Company-initiated such registration subject toto Section 1.4, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 1.4 hereof without reduction by the underwriter thereof; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.5 hereof; or (v) if the Company shall furnish to Holders within thirty (30) days after requesting a registration statement pursuant to this Section 1.3, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve (12) month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive (i) at any time after the date six (6) months from the date hereof, a written request from Holders of forty percent (40%) of the Series E Preferred Stock, or (ii) at any time after the earlier of (ia) three (3) years after the third anniversary of the date of this Agreement or Agreement, or (iib) six (6) months after the effective date of the Initial Offeringfirst 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 fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities for such shares with an anticipated aggregate offering price price, net of at least underwriting discounts and commissions, in excess of $10,000,0007,500,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 2.11(b), use its best efforts to effect, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which 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 such notice pursuant to this in accordance with Section 1.2(a)4.5. (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 2.11 and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 2.11(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 its 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 2.3) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.22.11, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.11 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.22.11: (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 After the Company has effected two one (21) registrations registration pursuant to this Section 1.2, 2.11 and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto Section 2.2 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 2.10.

Request for Registration. (ai) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offeringtime, a written request from the Holders any Holder of fifty percent (50%) or more 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 Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then outstanding then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.25(b), use its best efforts to effect, effect as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty fifteen (2015) days of the mailing delivery or deemed delivery of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)10. (bii) 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 5(a) and the Company shall include such information in the written notice referred to in Section 1.2(aSubsection 5(a)(i). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include 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 5(d)(v)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.25(a), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)Securities to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company requested to be excluded from included by each Holder; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (ciii) Notwithstanding the foregoing, if the Company shall not be required furnish to effect Holders requesting a registration statement pursuant to this Section 1.2: (i) in any particular jurisdiction in which 5(a), a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be required seriously detrimental to execute a general consent to service of process in effecting such registration, unless the Company and its stockholders for such registration statement to be filed and it is already subject therefore essential 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 defer the filing of and ending on such registration statement, the Company shall have the right to defer such filing for a date one hundred eighty (180) period of not more than 60 days following after receipt of the effective date request of a Companythe Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve-initiated registration subject tomonth period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or June 6, 2016 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty fifty-one percent (5051%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account 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, 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after subsequent to the earlier of (i) three (3) years after the date of this Agreement or September 30, 2011, or (ii) six (6) months after following the effective date completion of the Initial OfferingCompany’s firm commitment underwritten initial public offering, a written request from the Holders of fifty percent (not less than 50%) or more % of the Registrable Securities then outstanding (for purposes that would result in the filing of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of such Registrable Securities with having an anticipated aggregate offering price to the public of at least $10,000,0005,000,000, then the Company shall, : (i) within twenty fifteen (2015) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use its best efforts to file, and subject to the limitations of this Section 1.2reasonable, use diligent efforts to effect, as soon as practicable, and in any event to file the initial registration statement in connection therewith within 90 days of the receipt of such request, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of notice by the Company’s notice pursuant Company referenced in Section 1.2(a)(i) above, subject to this Section 1.2(athe limitations of subsection 1.2(b). (b) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 1.2(a)(i). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities pro rata based on of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by all such Initiating Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from included in such underwriting shall not be withdrawn reduced unless all securities other than Registrable Securities are first entirely excluded from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer taking action with respect to such filing for a period not to exceed 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 required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; or; (ii) Within six (6) months after any other registration by the Company under the Act; (iii) during During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a date one hundred and eighty (180) days following after the effective date of a Company-initiated registration subject toto Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and the Company delivers notice of such intent to the Initiating Holders within thirty (30) days of the registration request; or (iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or September 4, 2023 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00050,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from ​ such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors 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 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 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, 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) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or December 31, 2003 or (ii) six (6) months after the effective date of the Initial Offeringfirst 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 fifty percent (50%) or more a majority of the Series A Registrable Securities or 55% of the Series B 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 twenty-five percent (25%) of such series of Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best commercial efforts to effect, effect as soon as practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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 by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed 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 required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.21.2 with respect to either series of Registrable Securities: (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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 with respect to such series of Registrable Securities and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto 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) Subject to the conditions of this Section 1.2paragraph 2.1(c) below, at any time, and from time to time, on or after January 1, 2005, if Jxxxxxx is at the Company shall receive at time of a request a registrant entitled to register the Registrable Securities for resale on Form S-0, X-0 or S-3 or any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offeringsuccessor form thereto, a written request from the Holders of fifty percent (50%) or more at least 25% of the then Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) may request in a written notice that the Company Jxxxxxx file a registration statement Registration Statement on such form 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 all or a part of the Registrable Securities held by such Initiating Holders with an anticipated aggregate offering estimated selling price (prior to underwriters’ commissions and expenses) of at least not less than One Million Five Hundred Thousand Dollars ($10,000,0001,500,000.00) for sale pursuant to a firm commitment underwritten public offering. Following receipt of any notice under this Section 2.1, then subject to the Company shallremaining provisions of this Section 2.1, Jxxxxxx shall (x) within twenty (20) days of the receipt thereoften days, give written notice notify all other Holders of such request to all Holdersin writing and (y) thereupon will, and subject to the limitations of this Section 1.2as expeditiously as possible, use its commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act of all Registrable Securities that the Initiating Holders request and such other Holders have, within ten days after Jxxxxxx has given such notice, requested be registered. Jxxxxxx will use its commercially reasonable efforts to cause the Registration Statement to be registered in a written request received declared effective by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the The right of any Holder to include its Registrable Securities in such a registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering 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 hereinunderwritten offering. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriters. Such underwriter or underwriters shall be reasonably acceptable to recognized investment banking firm(s) selected by a majority in interest of the Initiating Holders)Holders and approved by Jxxxxxx. Notwithstanding If any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders Holder of Registrable Securities that would otherwise be underwritten pursuant heretodisapproves of the terms of the underwriting, and the number of shares that such Holder may be included in the underwriting shall be allocated elect to the Holders of such withdraw all its Registrable Securities pro rata based on by written notice to Jxxxxxx, the number of Registrable Securities held by all such Holders (including managing underwriter and the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other The securities are first excluded. Any Registrable Securities excluded or so withdrawn from such underwriting also shall be withdrawn from the registration. (c) Notwithstanding any provision of this Agreement to the foregoingcontrary, the Company Jxxxxxx shall not be required to effect a registration requested pursuant to this Section 1.2: 2.1 (i) in any particular jurisdiction in which if Jxxxxxx has, within the Company would be required to execute twelve-month period preceding the date of such request, already effected 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 registration for Holders pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or (iiiii) 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 by Jxxxxxx of, and ending on a date one hundred eighty (180) 180 days following the effective date of, a Registration Statement pertaining to a public offering of securities for the account of Jxxxxxx or on behalf of selling shareholders under any other registration rights agreement or (iii) if within 20 days prior to the receipt by Jxxxxxx of the written notice issued by the Initiating Holders requesting registration pursuant to Section 2.1(a), Jxxxxxx receives for or on behalf of any third party or parties exercising rights (whether existing on the date hereof or hereafter granted by Jxxxxxx) similar to those provided for in Section 2.1(a) to have securities of Jxxxxxx held by such third party or parties registered under the Securities Act (or other statute then in effect corresponding to the Securities Act). (d) Subject to the following sentence, if the managing underwriter for a Companyrequested registration advises Jxxxxxx in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of Jxxxxxx which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then-initiated current market value of such securities, Jxxxxxx will include in such registration subject toonly the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, may be sold at a price reasonably related to the then-current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then-current market value of such securities, Jxxxxxx may include in such registration the securities Jxxxxxx proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then-current market value of such securities. Jxxxxxx will not include in any requested registration pursuant to this Section 2.1 any securities that are not Registrable Securities (other than securities of Jxxxxxx) without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. (e) If the Board of Directors of Jxxxxxx reasonably determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving Jxxxxxx (any of such events or circumstances, a “Valid Business Reason”), Jxxxxxx may postpone filing a Registration Statement relating to a request for registration under this Section 2.1 until such Valid Business Reason no longer exists and, in case any such Registration Statement has been filed Jxxxxxx may, with respect to a registration effected pursuant to this Section 2.1, cause such Registration Statement to be withdrawn and its effectiveness terminated or may, with respect to a registration effected pursuant to this Section 2.1, postpone amending or supplementing such Registration Statement; and Jxxxxxx shall give written notice (a “Delay Notice”) of (i) its determination to postpone or withdraw a Registration Statement, and (ii) of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. (f) Prior to filing a Registration Statement or Prospectus or any amendments or supplements thereto, Jxxxxxx shall (i) provide the Holders with an adequate and appropriate opportunity to participate in the preparation such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the SEC and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the SEC to which the Holders’ counsel or any underwriter shall have reasonably objected on the grounds such filing does not comply in all material respects with the requirements of the Act and of the rules and regulations thereunder.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three eighteen (318) years months after the date of this Agreement or and (ii) in the event the closing of the Initial Offering occurs within six (6) months after the effective date of the Closing immediately upon the Closing of such Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement Registration Statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). Notwithstanding the foregoing, the Company shall use best efforts to effect a Registration Statement requested pursuant to (ii) above, such Registration Statement to be effective immediately prior to the expiration of the market standoff applicable to the Initiating Holders. The registration rights granted pursuant to the provisions of this Section 1.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 1 hereof. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in this Section 1.2(a1.2(b). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company); provided, that if the Registration Statement relates to the Initial Offering, then underwriter or underwriters shall be selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). . (c) Notwithstanding any other provision of this Section 1.2, (i) if the underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering) or (ii) if the underwriter advises the Company that marketing factors require (a) a limitation on of the number of securities underwritten or (including b) the exclusion of all or any portion of the Registrable Securities)Securities in the Initial Offering, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting underwriting, if any, shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of (x) Registrable Securities held by all such Holders (including the Initiating Holders). In ) and (y) securities of the Company held by other holders that have the right as of the date hereof (or hereafter pursuant to Section 1.12 hereof) to require the Company to register securities on a Registration Statement filed pursuant to this Section 1.2; provided that no event shall any Registrable Securities (or securities referred to in clause (y) above) shall be excluded unless and until all other securities of the Company, including securities issued for the account of the Company, have been excluded, and provided further that, if a Registration Statement filed pursuant to this Section 1.2 relates to the Initial Offering, then Registrable Securities may be excluded from such underwriting unless all other the offering hereunder before any securities are first excludedissued for the account of the Company. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (cd) Notwithstanding A Registration Statement shall not be deemed to have become effective (and the foregoingrelated registration will not be deemed to have been effected) (i) unless it has been declared effective by the SEC and remains effective in compliance with the provisions of the Act for the time required under Section 1.5(a) hereof, (ii) if the offering of any Registrable Securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, or (iii) if, in the case of an underwritten offering, the conditions to closing specified in an underwriting agreement to which the Company is a party are not satisfied other than by the sole reason of any breach or failure by the Holders of Registrable Securities and the underwriters do not waive such unsatisfied condition. (e) 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 effectiveeffective (not including any registration in which more than 50% of the Registrable Securities that Holders request to be registered pursuant to Section 1.2(a) are excluded from such registration pursuant to Section 1.2(c)); or (iii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such ninety (90) day period; provided further that the Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a registration and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a registration may be effected; provided further that each Holder shall treat all notices received from the Company pursuant to this Section 1.2(h)(v) in the strictest confidence and shall not use or disseminate such information; provided further that if the Company shall postpone the filing of a Registration Statement, the Holders shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the Blackout Notice and the Company shall pay all registration expenses in connection therewith; or (vi) if the Company has already effected any Registration Statement for the Holders within the six (6) month period preceding the date of such request.

Request for Registration. (a) 2.1.1 Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or April 24, 2024 or (ii) six (6) months after the effective date of the Initial Offeringregistration statement for an IPO or Direct Listing, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)2.1.1. (b) 2.1.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a 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 Section 1.2(a)2.1.1. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) 2.1.3 Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1: (ia) 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 (iib) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or (iiic) 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 toto 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 (d) 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 (e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected or remain effective 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 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 an Excluded Registration). 2.1.4 For purposes of Subsection 2.1.3(b), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.1.2, 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.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from (i) prior to a Holdings Liquidation, Holdings, (ii) on or after the time of a Holdings Liquidation, Holders holding at least a majority of those Registrable Securities then outstanding that were distributed in respect of Series C Preferred Units in such Holdings Liquidation (the “Majority Series C Holdings Holders”), (iii) on or after the time of a Holdings Liquidation, Holders holding at least a majority of those Registrable Securities then outstanding that were distributed in respect of Series B Preferred Units in such Holdings Liquidation (the “Majority Series B Holdings Holders”) or (iv) the Holders of fifty percent (50%) or more Series D Registrable Securities then holding at least a majority of the Series D Registrable Securities then outstanding (for purposes of clauses (i), (ii), (iii) and (iv) of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their its request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on in the number of following order: (i) first, the Series D Registrable Securities held by all the Investors, if any are requested to be underwritten, as determined on a pro rata basis (based on the respective holdings of Series D Registrable Securities held by such Holders Investors); (including ii) then, the Initiating Registrable Securities held by Holdings, if any are requested to be underwritten; (iii) third, the Registrable Securities, if any, that are distributed to holders of Series C Preferred Units at the time of a Holdings Liquidation, if any are requested to be underwritten, as determined on a pro rata basis (based on the respective holdings of such distributed Registrable Securities held by such Holders). In no event shall ; (iv) fourth, the Registrable Securities, if any, that are distributed to holders of Series B Preferred Units at the time of a Holdings Liquidation, if any are requested to be underwritten, as determined on a pro rata basis (based on the respective holdings of distributed Registrable Securities held by such Holders); (v) fifth, the Registrable Securities, if any, that are distributed to holders of Series A Preferred Units at the time of a Holdings Liquidation, if any are requested to be excluded from underwritten, as determined on a pro rata basis (based on the respective holdings of distributed Registrable Securities held by such underwriting unless all other securities Holders) and (vi) sixth, the Registrable Securities, if any, that are first excludeddistributed to holders of Common Units at the time of a Holdings Liquidation, if any are requested to be underwritten, as determined on a pro rata basis (based on the respective holdings of distributed Registrable Securities held by such Holders) (the “Registration Cutback Order”). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section 1.22, if from and after the date which is thirty (30) days after the earlier of the final closing under the Contemplated Equity Financing and the termination of the private offering pursuant to which the Contemplated Equity Financing is made until the third anniversary date of this Agreement, and so long as any of the Registrable Securities are outstanding and are not the subject of an effective Registration Statement, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”"INITIATING INVESTORS") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0001,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersInvestors, and subject to the limitations of this Section 1.22, use its commercial best efforts to effect, as soon as practicable, the registration under the 1933 Act of all Registrable Securities that the Holders Investors request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a2(a). (b) . If the Initiating Holders Investors intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2(a), and the Company shall include such information in the written notice referred to in this Section 1.2(a2(a). In such event the right of any Holder Investor to include its Registrable Securities in such registration shall be conditioned upon such Holder’s Investor's participation in such underwriting and the inclusion of such Holder’s Investor's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Investors and such HolderInvestor) to the extent provided herein. All Holders Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersInvestors). Notwithstanding any other provision of this Section 1.22(a), if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that Investors whose securities would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities Investors pro rata based on the number of Registrable Securities held by all such Holders Investors (including the Initiating HoldersInvestors). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) . Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:2(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22(a), and such registrations have been declared or ordered effective; or (iii) during (a) 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 toto Section 2(b) below or (b) if the Company shall furnish to Investors requesting a registration statement pursuant to this Section 2(a) a certificate signed by the Company's Chief Executive Officer or Chairman of the Board within thirty (30) days of such Investor's request notifying such Investors of the Company's bona fide intent to file a Company-initiated registration statement within ninety (90) days following such notice, 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 Company shall furnish to Investors requesting a registration statement pursuant to this Section 2(a) a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its 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 one hundred eighty (180) days after receipt of the request of the Initiating Investors, provided that such right 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 one hundred eighty (180) 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 1933 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or November 26, 2002, or (ii) six one hundred eighty (6180) months days after the effective date of the Initial Offeringfirst 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 fifty twenty-five percent (5025%) or more 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 twenty- five percent (25%) of the Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0005,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within 60 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)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 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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 by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto 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) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (at least 50%) or more % of the Registrable Securities then outstanding (for purposes of and entitled to registration rights under this Section 1.2, 1 (the “"Initiating Holders”") that the Company file a effect the registration statement under the 1933 Act covering of not less than the registration lesser of (i) 20% of the Registrable Securities then outstanding or (ii) the number of Registrable Securities with an anticipated whose aggregate offering price of is expected to be at least $10,000,0003,000,000, then the Company shall, within twenty (20) five days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2, use its best efforts to effect, effect such a registration as soon as practicable, practicable and in any event to file within 120 days of the receipt of such request a registration statement under the 1933 Act of covering all the Registrable Securities that which the Holders shall in writing request (such request to be registered in a written request received by the Company made within twenty (20) 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(a).receipt (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(d)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)Holders after consultation with the Company, provided, however, that the consent of the Company is not required. Notwithstanding any other provision of this Section 1.2, if if, in the case of a registration requested pursuant to Section 1.2(a), the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on among all Holders thereof desiring to participate in such underwriting (according to the number of Registrable Securities then held by all such Holders (including the Initiating Holderseach Holder). In no event shall any No Registrable Securities requested by a Holder to be included in a registration pursuant to Section 1.2(a) shall be excluded from such the underwriting unless all securities other securities than Registrable Securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only one registration pursuant to Section 1.2(a). (d) Notwithstanding the foregoing, (i) the Company shall not be required obligated to effect the filing of a registration statement 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; or (iii) 1.2 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 six months following the effective date of a registration statement pertaining to the underwritten public offering of securities for the account of the Company-initiated , or (ii) if the Company shall furnish to Holders requesting a registration subject tostatement pursuant to this Section 1.2 a certificate signed by the President of the Company stating that in the good

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier earliest of (i) three one (31) years year after the date of this Agreement or Agreement, (ii) six one hundred eighty (6180) months days after the effective date of the Initial OfferingPublic Offering or (iii) one (1) year following the effectiveness of the Company’s first Form 10 registration statement filed with the SEC pursuant to the Exchange Act, a written request from the Holders of fifty twenty-five percent (5025%) or more 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 Act covering the registration of (i) at least 50% of the then outstanding Registrable Securities or (ii) Registrable Securities with an anticipated aggregate offering price of at least $10,000,00010,000,000 (net of underwriting 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 best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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 1.21.2 covering all shares requested to be registered by the Initiating Holders or Holders joining such request (assuming no shares have been excluded from the offering by the decision of the Company or the underwriter or underwriters), 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three one (31) years year after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from (1) the Holders of fifty percent (50%) or more a majority of the outstanding Series C Preferred Stock and the Series D Preferred Stock, voting together as a single class; or (2) the Holders of a majority of the outstanding Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”voting together on an as converted basis) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00010 million of Registrable Securities (in each such case, the "Initiating Holders"), then the Company shallCompany, 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 its best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing receipt of the Company’s 's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)Holders and reasonably satisfactory to the Company subject to the limitations set forth in Section 1.12 hereof. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting such registration shall be allocated first to the Holders of such Registrable Securities Series C Preferred Stock and the Series D Preferred Stock (or common stock issued upon the conversion thereof) on a pro rata basis based on the number of Registrable Securities held by all such Holders and then to other Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by such other Holders (including the Initiating Holders); provided that the Holders of the Series C Preferred Stock and the Series D Preferred Stock may exercise this right to priority on only one occasion based upon a majority vote by the Holders of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class. In no event All other cutbacks shall any be made on a pro rata basis based upon the number of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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 four (24) registrations pursuant to this Section 1.21.2 ((A) two of which shall have been effected at the request of the Holders of a majority of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class; and (B) two (2) of which shall have been effected at the request of the Holders of a majority of the Series C Preferred Stock and the Series D Preferred Stock, voting together as a single class), and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 1.2 is reduced by more than fifty percent (50%) of the number of Registrable Securities proposed to be offered pursuant to Section 1.2(b) above in any offering, then the Company shall not have the right under this Section 1.2(c)(ii) to refuse to effect a registration until a total of five (5) registrations pursuant to this Section 1.2 have been effected and such registrations have been declared or ordered effective (provided that any such fifth registration granted pursuant to this subparagraph (ii) shall be allocated to the holders of the Series C Preferred Stock and the Series D Preferred Stock voting together as a single class); or (iii) during the period starting with the date sixty forty-five (6045) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty percent (5020%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; oreffective and the sales of such Registrable Securities have closed; (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-Company initiated registration statement subject toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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).

Request for Registration. (a) Subject to If at any time more than one hundred eighty (180) days after the conditions initial public offering of this Section 1.2the Company's securities, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) Qualifying Request that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Act, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.22(b) below, use efforts to effect, effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice Company in accordance with Section 19 below; provided, however, that (i) Registrable Securities having at least a proposed aggregate offering price of $3,000,000 are to be registered, and (ii) the Company shall be obligated to effect only two (2) registrations pursuant to this Section 1.2(a2(b); provided, further, that such notice shall be provided to all Investors holding registrable securities under the Investor Rights Agreement in accordance with the notice provisions of the Investor Rights Agreement who shall have participation rights in such registration under this section 2(a) equal to the Holders; provided, further, that in the event that a written qualifying request (as that term is defined in the Investor Rights Agreement) is made by Investors prior to the Company filing a registration statement in accordance with a Qualifying Request made under this Section 2(a), such Qualifying Request will be deemed withdrawn and shall not be consummated. Expect as otherwise provided in Section 6 hereof, registrations which are not consummated shall not be counted for this purpose. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a2(a). In such event event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of between the Initiating Holders making the Qualifying Request and such Holder) to the extent provided herein; provided, however, that each Investor holding registered securities shall be eligible to participate in such underwriting and the Holders' rights to participate in such underwriting will be subordinate in all respects to Investor's rights to participate in such underwriting. A majority in interest of the Holders and Investors participating in the underwriting shall, after consultation with the Board of Directors of the Company, select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably satisfactory to the Company. All Holders and Investors proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for or such underwriting by the Company (which underwriter underwriting; provided, however, that no such Holder or underwriters Investor shall be reasonably acceptable required to a majority in interest make any representations or warranties except as they relate to such Holder's or Investor's ownership of shares and authority to enter into the Initiating Holders)underwriting agreement and to such Holder's or Investor's intended method of distribution, and the liability of such Holder or Investor shall be limited to an amount equal to the net proceeds from the offering received by such Holder or Investor. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Company Holders and Investors in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Holders and Investors shall so advise the Company and the Company shall so advise all Holders or Investors of Registrable Securities that 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 the Investors, (ii) then to the Holders of such Registrable Securities pro rata based on making the number Qualifying Request, and (iii) thereafter among all other Holders thereof, in proportion (as nearly as practicable) to the amount of Registrable Securities held of the Company owned by all each such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationHolder. (c) Notwithstanding In addition to any other rights to demand registration pursuant to this Section 2, Holders shall have the foregoingright to demand on an unlimited basis that the Company, at the Company's expense, include any or all of their Registrable Securities, in a registration statement on Form S-3 under the 1933 Act for the purpose of attempting to effect the public sale of such shares; provided, however, that (i) such Holders making such a demand under this Section 2(c) own in the aggregate at least five percent (5%) of the Registrable Securities; (ii) Registrable Securities having at least a proposed aggregate offering price of $1,000,000 are to be registered; (iii) Form S-3 is available with respect to the Registrable Securities; and (iv) the Company shall not be required to effect prepare and file a registration statement on Form S-3 for the purpose of attempting to effect the public sale of shares as provided for in this Section 2(c) more than once in any six (6) month period. The other terms and conditions relating to a demand registration referred to in this Section 2, including, without limitation, any subordination to the rights of Investors shall be applicable to a demand registration referred to in this Section 2(c), as the same may be applicable. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2: (i) in any particular jurisdiction in which 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 required seriously detrimental to execute a general consent to service of process in effecting such registration, unless the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction and it is already subject therefore essential 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 defer the filing of and ending on such registration statement, the Company shall have the right to defer such filing for a date one hundred eighty period of not more than ninety (18090) days following after receipt of the effective date request of a Company-initiated registration subject tosuch Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or November 9, 2011 or (ii) six (6) months after the effective date of the Initial Qualified Public Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated (i) first to Holders of Registrable Securities issuable or issued under clauses (i) and (iii) of the definition of “Registrable Securities,” pro rata according to the number of Registrable Securities held by each such Holder, and (ii) second, to the remaining Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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-Company initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board 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 one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holder or Holders of fifty at least thirty percent (5030%) or more of the all Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file effect the registration under the 1933 Act (including, if available, a registration statement pursuant to Rule 415 or a successor rule or regulation under the Act covering the registration 1933 Xxx) xx all or any portion of shares of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000held by such requesting Holder or Holders, then the Company shall, within twenty (20) five days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2, use its best efforts to effect, effect such a registration as soon as practicable, practicable and in any event to file within 90 days of the receipt of such request a registration statement under the 1933 Act of covering all the Registrable Securities that which the Holders shall in writing request to be registered in a written request received (given within 20 days of receipt of the notice given by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)) to be included in such registration and to use its best efforts to have such registration statement become effective. (b) If the Initiating requesting Holder or Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). In such event event, the right of any Holder to include 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. The Holders of a majority of the shares of Registrable Securities to be sold in such offering shall select an underwriter or underwriters, subject to the approval of the Company, which approval shall not be unreasonably withheld. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(d)) enter into an underwriting agreement in customary form with the selected underwriter or underwriters selected underwriters. The Company shall be entitled to include in any Registration Statement referred to in this Section 1.2, for such underwriting sale in accordance with the method of disposition specified by the requesting Holders, shares of Common Stock to be sold by the Company (which underwriter or underwriters shall be reasonably acceptable for its own account, except as and to a majority the extent that, in interest the opinion of the Initiating Holders)managing underwriter, if any, such inclusion would adversely affect the marketing, including, without limitation, the price or timing of the sale, of the Registrable Securities to be sold. Notwithstanding any other provision of this Section 1.2, if if, in the case of a registration requested pursuant to Section 1.2(a), the underwriter advises the Holders of Registrable Securities to be sold in the offering and the Company in writing that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on among all Holders thereof desiring to participate in such underwriting (according to the number of Registrable Securities held by all requested to be included in such Holders (including registration) except that, if the Initiating Holders). In no event shall any maximum number of Registrable Securities which such underwriter advises the Holders and the Company is limited to less than 80% of all Registrable Securities requested to be registered, the Holders desiring to participate in such underwriting may elect to abandon such registration and withdraw such request. Except for registration statements on Form S-4, X-0 xx any successor thereto, the Company will not file with the SEC any other registration statement with respect to its Common Stock or securities convertible into or exchangeable for Common Stock, whether for its own account or that of other stockholders, for 180 days from the date of commencement of distribution of Registrable Securities pursuant to the Registration Statement. No Registrable Securities requested by a Holder to be included in a registration pursuant to Section 1.2(a) shall be excluded from such the underwriting unless all securities other securities than Registrable Securities (including any proposed to be included by the Company) are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only two registrations pursuant to Section 1.2(a); provided, however, that no registration of Registrable Securities which shall not have become and remained effective in accordance with Section 1.4 hereof shall be deemed to be a registration for any purpose of this sentence; provided further, however, that if a registration is withdrawn on the instructions of the Holders of a majority of the Registrable Securities in such registration, if such Registrable Securities are more than 80% of all Registrable Securities outstanding, it shall be deemed a registration for purposes of this sentence unless and until the Company is reimbursed in full for all of its expenses incurred in connection with such registration. (d) Notwithstanding the foregoing, (i) the Company shall not be required obligated to effect the filing of a registration statement 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; or (iii) 1.2 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) 180 days following the effective date of a registration statement pertaining to the underwritten public offering of equity securities for the account of the Company, or (ii) the Company shall be entitled to postpone for up to 180 days the filing of any registration statement otherwise required to be prepared and filed pursuant to this Section 1.2, if the Board determines, in its good faith reasonable judgment (with the concurrence of the managing underwriter, if any), that such registration of Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing (including an underwritten public offering of equity securities or securities convertible into equity securities), acquisition or reorganization involving the Company or any of its wholly owned subsidiaries and the Company promptly gives the Holders requesting such registration notice of such determination; provided, however, that the Company may not utilize the right set forth in subsection (d)(ii) more than once in any twenty-initiated registration subject tofour period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or August 18, 2008, or (ii) six one (61) months year after the effective date of the Initial Offeringfirst 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 fifty at least thirty-five percent (5035%) or more 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 twenty percent (20%) of the Registrable Securities with an then outstanding (but not less than the number of shares of Registrable Securities, the anticipated aggregate offering price of at least which, net of underwriting discounts and commissions, would exceed $10,000,0005,000,000), then the Company shall, within twenty (20) 10 days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, 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 of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). The underwriter will be selected by the Holders of a majority of the Registrable Securities held by the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Holders of a majority in interest of the Registrable Securities held by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all participating Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , 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 excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, or for a filed registration statement to be amended and have been declared effective, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing and/or having the registration statement declared effective for a period of not more than 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 required obligated to effect a effect, or to take any action to effect, any 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) 1.2 after the Company has effected two (2) registrations pursuant to this Section 1.2, 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.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial OfferingJuly 31, 1997, a written request from the Holders of fifty percent (50%) or more 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 Act covering for a public offering in which the registration of Registrable Securities with an anticipated aggregate proceeds from the offering price of at least payable to such Holders would exceed $10,000,000, then the Company shallshall use its commercially reasonable efforts to, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b) hereof, use efforts to effect, effect as soon as practicable, and in any event shall use its commercially reasonable efforts to effect within one hundred twenty (120) days of the receipt of such request, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.5 hereof. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a)) hereof. 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 its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (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; 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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or February 23, 2011, or (ii) six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating directly or indirectly either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction under the Securities Act), a written request from the Holders of fifty at least thirty percent (5030%) or more 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 twenty percent (20%) of the Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,00025,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.4. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). The underwriter will be selected by a majority of the Registrable Securities then held by the Initiating Holders (an “Initiating Majority in Interest”) and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its 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 an Initiating Majority in interest of the Initiating Holders Interest 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(g)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. Any For the purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a holder of Registrable Securities excluded and that is a partnership or withdrawn from corporation, the partners, retired partners and stockholders of such underwriting holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be withdrawn from deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the registrationaggregate 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 or other executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; or; (iiiii) during 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 of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto 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 registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty ten (2010) 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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; 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the effective date of this Agreement or the Purchase Agreement, or (ii) six (6) months after the effective date of the Initial Offeringinitial public offering of shares of its Common Stock pursuant to a registration statement filed under the Securities Act, a written request from the Holders of fifty percent (50%) or more at least 35% 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 Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request requests to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use all commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its 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 The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that 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 to the among all participating Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excludedexcluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in an initial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed under the Securities Act or an Excluded Registration). (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.21.2 provided, and however, that such registrations have been declared or ordered effective; oreffective 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; (iiiii) during During the period starting with the date sixty (60) 90 days prior to the Company’s good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) 180 days following after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of a Company-initiated such registration subject toto Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or January 21, 2002 or (ii) six one hundred eighty (6180) months days after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Series C Holders of fifty at least forty percent (5040%) or more 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 forty percent (40%) of the Registrable Securities then outstanding, with an anticipated aggregate offering price proceeds to the Company, net of underwriting discounts and commission, of at least $10,000,0005,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Series C Holders and to all holders ("Prior Holders") of securities registrable pursuant to that certain Investors' Rights Agreement, dated as of May 27, 1999, between and among the Company and certain stockholders set forth therein, as amended (the "Prior Rights Agreement") and shall, subject to the limitations of this Section 1.2subsection 1.2(b), use efforts to effect, file as soon as practicable, and in any event within sixty (60) days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities that which the Series C Holders and the Prior Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.5. (b) If the Series C Holders initiating the registration request hereunder ("Initiating Holders Series C Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). In such event event, the right of any Series C Holder or Prior Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Series C Holders and such Holderholder) to the extent provided herein. All Series C Holders and Prior Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Series C Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Series C Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Series C Holders shall so advise all Series C Holders and all Prior Holders of Registrable Securities that registrable securities which would otherwise be underwritten pursuant heretohereto or pursuant to the Prior Investors' Rights Agreement, and the number of shares of registrable securities that may be included in the underwriting shall be allocated among all Series C Holders and all Prior Holders hereof, including the Initiating Series C Holders, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities pro rata based on registrable securities of the Company owned by each Series C Holder and Prior Holder; provided, however, that the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities shares of registrable securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, the The Company shall not be required is obligated 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 only two 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, 1.2 and such other similar provisions granting demand registration rights (excluding registrations have been declared or ordered effective; orpursuant to Section 1.12 hereof). (iiid) during Notwithstanding the foregoing, if the Company shall furnish to Series C 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, by a vote of at least 2/3 of its members, of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period starting with the date of not more than sixty (60) days prior to the Company’s good faith estimate after receipt of the date request of the filing of and ending on a date one hundred eighty Initiating Series C Holders; provided, however, that the Company may not utilize this right more than once in any twelve (18012) days following the effective date of a Company-initiated registration subject tomonth period.

Request for Registration. (a) Subject to the conditions of this Section 1.2Following a Qualified Public Offering, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from any Demand Investor covering the Holders registration of fifty percent (50%) all or more any portion of the their Registrable Securities then outstanding (for purposes of this Section 1.2, in the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000manner specified in such request, then the Company shall, : (i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, who shall then have twenty (20) days to notify the Company in writing of their desire to be included in such registration; (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request (subject to the availability of appropriate audited financial statements provided that the Company is using reasonable best efforts to obtain such financial statements), confidentially submit or file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 1.2subsection 2.1(b), use efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with Section 6.5; and (iii) use its reasonable best efforts to this Section 1.2(a)cause such registration statement to be declared effective by the SEC as soon as practicable after such request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 2.1(a). The underwriter will be selected by the Initiating Holders subject only to the reasonable approval of the Company. In such event event, the right of any Holder to include its 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 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.22.1, if if, in good faith, the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder as of the date thereof; provided, however, that the number of shares of Registrable Securities held by all such the Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. 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) Notwithstanding the foregoing, the The Company shall not be required obligated to effect a registration pursuant effect, or to this Section 1.2take any action to effect, any registration: (i) in pursuant to this Section 2.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or; (iiB) after After the Company has effected two (2) registrations the Requisite Registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; (C) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (iiiD) during If the Registrable Securities to be included in the registration statement could then be sold without restriction under SEC Rule 144 (or any similar provision then in effect), including with respect to the volume and timing limitations or other restrictions on transfer thereunder; 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 then be sold without restriction under SEC Rule 144 (or any similar provision then in effect), including with respect to the volume and timing limitations or other restrictions on transfer thereunder. (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 it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period starting with the date of not more than sixty (60) days prior after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than two (2) times 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 sixty (60) day period other than a registration statement relating either to the Company’s good faith estimate sale of securities to employees of the date Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the filing 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. A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors with Registrable Securities after the date on which such registration was requested) and ending on elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a date one hundred eighty result of an exercise of the underwriter’s cut-back provisions, fewer than fifty percent (18050%) days following of the effective date total number of a Company-initiated Registrable Securities that Holders have requested to be included in such registration subject tostatement are actually included.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or August 18, 2004 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent at least 2,500,000 shares (50%as adjusted for any stock splits, stock dividends, recapitalizations or the like) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0005,000,000, 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 effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any , provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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 three (23) 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.22.2, if the Company Parent shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six one hundred and eighty (6180) months days after the effective date closing of the Initial OfferingMerger, a written request from the Holders of fifty percent (50%) or more at least 30% of the Registrable Securities then outstanding (for purposes of this Section 1.22.2, the “Initiating Holders”) that the Company Parent file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company Parent shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 1.22.2, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the CompanyParent’s notice pursuant to this Section 1.2(a2.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Parent as a part of their request made pursuant to this Section 1.2 2.2, and the Company Parent shall include such information in the written notice referred to in Section 1.2(a2.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersParent). Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Company Parent that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company Parent shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities and the equityholders of Parent who request to have securities registered pursuant to the exercise of contractual piggyback registration rights under the Registration Rights Agreement pro rata based on the number of Registrable Securities held by all each such Holders Holder and each such participating equityholder party to the Registration Rights Agreement has requested to be included in such underwriting (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities (other than those subject to the Registration Rights Agreement) are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company Parent shall not be required to effect a registration pursuant to this Section 1.22.2: (i) in any particular jurisdiction in which the Company Parent would be required to execute a general consent to service of process in effecting such registration, unless the Company Parent is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company Parent has effected two (2) registrations pursuant to this Section 1.22.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the CompanyParent’s good faith estimate of the date of the filing of of, and ending on a the date one hundred eighty (180) days following the effective date of of, a CompanyParent-initiated registration subject toto Section 2.3 below, provided that Parent 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 2.4 hereof; or (v) if Parent shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by Parent’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 Parent and its stockholders for such registration statement to be effected or remain effective at such time, in which event Parent shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right shall be exercised by Parent not more than once in any twelve (12) month period; and provided further that Parent shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than an Excluded Registration).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or October 28, 2021, or (ii) six (6) months after the effective date of the an Initial OfferingOffering or Direct Listing (whichever occurs first), a written request from the Holders of fifty twenty-five percent (5025%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00015,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.2a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a1.2a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 Company‑initiated registration subject to

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) January 1, 1997, or (ii) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Act, then the Company shall, : (i) within twenty ten (2010) 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 efforts to effect, ; and (ii) effect as soon as practicable, and in any event within one hundred twenty (120) days of the receipt of such request, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by registered, subject to the Company limitations of subsection 1.2(b), within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty thirty (6030) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below and that may be effectively marketed by means of the Form S-3 prospectus that the Company proposes to use.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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; 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 shall be exercised by the Company not more than once in any twelve (12)-month period, provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the 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).

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to 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 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 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, 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) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or June 9, 2021 and (ii) six one hundred eighty (6180) months days after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price price, before underwriting discounts, commissions and fees, of at least $10,000,00015,000,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Company Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in writing that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, 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 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 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, 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) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offeringfirst 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 Rule 145 transaction), a written request from the Holders of fifty percent (50%) Registrable Securities of 5% or more of the Registrable Securities then outstanding (provided, that the Class A Member may submit a written request for purposes less than 5% of this Section 1.2, the “Registrable Securities is such amount constitutes all of Registrable Securities of the Class A Member) ("Initiating Holders”) "), requesting that the Company file a registration statement under the Securities Act covering the registration of a portion of the Registrable Securities with then outstanding, then, provided, that, the Registrable Securities held by the Initiating Holders have an anticipated aggregate public offering price amount of at least not less than $10,000,0007,500,000, then the Company shall, : (i) within twenty (20) 15 days of the receipt thereof, give written notice of such request to all HoldersHolders of Registrable Securities; and (ii) effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders of Registrable Securities request to be registered, subject to the limitations of this Section 1.2subsection 16.1.(b), use efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 15 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 16.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 16.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder of Registrable Securities to include its Registrable Securities securities in such registration shall be conditioned upon such Holder’s the participation in such underwriting by such Holder of Registrable Securities and the inclusion of the securities of such Holder’s Holder of Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderHolder of Registrable Securities) to the extent provided herein. All Holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 16.2(b)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2section 16.1(b), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)to be underwritten, then the Company shall so advise all Holders of Registrable Securities that and other holders of securities subject to registration rights which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the underwriting on behalf of each Holder of Registrable Securities shall be allocated on a pro-rata basis among the selling holders according to the Holders total number of securities held by each such Registrable Securities pro rata based selling holder and entitled to inclusion therein on the basis of a registration rights agreement with the Company; provided, however, that the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting and registration. Any For purposes of allocating securities to be included in any offering, for any selling holder which is a partnership or Company, the "affiliates" (as defined in Rule 405 under the Securities Act), partners, retired partners and shareholders of such holder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling holder," and any pro-rata reduction with respect to such "selling holder" shall be based upon the aggregate amount of Units carrying registration rights owned by all entities and individuals included in such "selling holder," as defined in this sentence. To facilitate the allocation of Units in accordance with the above provisions, the Company may round the number of Units allocated to any Holder of Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from to the registrationnearest 100 Units. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders of Registrable Securities requesting a registration statement pursuant to this Section 16.1, a certificate signed by the President stating that in the good faith judgment of the Board 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 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.216.1: (i) after the Company has effected two registrations pursuant to this Section 16.1 and such registrations have been declared or ordered effective; provided that, a registration shall not count against this limitation in the event the number of Registrable Securities to be include in the registration has been reduced by more than one- third of the original number of Registrable Securities for which registration was sought; (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, (x) a previous registration subject to this Section 16.1, (y) the Company's initial registered offering of its securities to the general public (other than a registration statement relating to either the sale of securities to employees of the Company pursuant to an option or similar plan or an Rule 145 transaction) or (z) a previous registration subject to Section 16.2 of this Agreement; provided that, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationprocess, unless the Company is already subject to service in such jurisdiction and except as may be required under by the Securities Act; or (iiiv) after If the Company has effected two (2) registrations Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to this a request made pursuant to 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 to16.3 below.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive receive, at any time after the earlier of (i) three (3) years after the date of this Agreement or May 31, 2010, and (ii) six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company, a written request from the Holders of fifty at least twenty percent (5020%) or more 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 Act covering the registration of Registrable Securities with an pursuant to which the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsections 1.2(b), (c) and (d), use its best efforts to effect, effect as soon as practicable, practicable the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty thirty (2030) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.5. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its 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 Holders, based on Registrable Securities requested to be included, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed 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 required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to this Section 1.2, 1.2 and such registrations have been declared or ordered effective; orprovided, however, that if a registration has become effective and is subsequently withdrawn from effectiveness at the request of at least a majority in interest of the Initiating Holders prior to the sale of any Registrable Securities under such registration because such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Holders at the time the registration became effective and such Holders have requested the withdrawal of the registration’s effectiveness with reasonable promptness following disclosure by the Company of such material adverse change, then such registration shall not count as an effected registration for purposes of the two (2) registration limit referenced at the beginning of this sentence. (iiiii) during 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 of, and ending on a date one hundred eighty (180) days following after the effective date of of, a Company-initiated registration subject toto Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) Subject to If, at any time following the conditions nine-month anniversary of, and until the seven-year anniversary of, the date of this Section 1.2Closing of the Securities Purchase Agreement, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Initiating Holders of fifty percent (50%) or more 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 Registrable Securities with an where the anticipated aggregate offering price price, net of underwriting discounts and commissions, of Registrable Securities to be sold is at least $10,000,0003,000,000, then the Company shall, within twenty (20) 10 days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within one hundred and twenty (120) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.4. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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 by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company initially sought to be excluded from registered by each Holder; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effective at such time, 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 required obligated to effect a 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 and maintained effective for at least 120 days (or less if the distribution contemplated in the registration statement has been completed); (ii) During the period ending (A) 12 months after the effective date of a registration subject to Section 1.2 hereof or (B) 180 days after the effective date of any particular other registration statement pertaining to Ordinary Shares of the Company, or such shorter periods if such shorter periods are acceptable to the underwriters of such offering; (iii) In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under by the ActSecurities Act or applicable rules or regulations thereunder; or (iiiv) after If such request does not cover shares representing a market value at the Company has effected two (2) registrations pursuant time of such request equal 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 a minimum 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$3,000,000.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three four (34) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty at least twenty percent (5020%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,0007,500,000, 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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority at least fifty-five percent (55%) in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority at least fifty-five percent (55%) in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three five (35) years after the date of this Agreement or or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00030,000,000, 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 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto 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 Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors 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 shall be exercised by the Company not more than twice in any twelve (12) month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of November 15, 2003, or one hundred eighty (i180) three (3) years after the date of this Agreement or (ii) six (6) months days after the effective date of the Initial Offeringfirst 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 (i) the Holders of fifty percent a majority of the Registrable Securities then outstanding, (50%ii) or more the Holders of a majority of the Registrable Securities then outstanding with respect to the Series D Preferred Stock, or (for purposes iii) the Holders of this Section 1.2, a majority of the “Initiating Holders”) Registrable Securities then outstanding with respect to the Series E Preferred Stock that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) or, with respect to clauses (ii) or (iii) above, fifteen percent (15%) of the Registrable Securities with then outstanding, in each case, which would involve an anticipated aggregate offering price price, net of at least underwriting discounts and commissions, exceeding $10,000,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)3.3. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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 by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two (2) registrations pursuant to Section 1.2 (a)(i) or one (1) registration pursuant to this Section 1.21.2(a)(ii), as applicable, and such registrations have been declared or ordered effective; or; (iiiii) during 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 of, and ending on a date one hundred eighty sixty (18060) days following after the effective date of of, a Company-initiated registration subject toto 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) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after no earlier than the earlier first to occur of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial OfferingCompany's initial public offering or three (3) years from August 29, 1995, the closing date of the Series C Preferred Stock financing a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2outstanding, not including shares held by the “Initiating Holders”) Founders, that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities with an anticipated aggregate offering price of at least $10,000,000then outstanding, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)7 hereof. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 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 event, the right of any Holder to include its 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) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the Holders amount of Registrable Securities of the Company owned by each Holder, provided that in the event of such Registrable Securities pro rata based on a cutback, the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event Founders shall any be included based on the assumption that each Founder holds only one half the number of Registrable Securities be excluded from actually held by such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationFounder. (c) Notwithstanding the foregoing, the The Company shall not be required is obligated 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 only two (2) such registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or. (iiid) during Notwithstanding the period starting with foregoing, if the date sixty (60) days prior 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’s good faith estimate of the date of Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of and ending on such registration statement, the Company shall have the right to defer such filing for a date one hundred eighty (180) period of not more than 120 days following after receipt of the effective date request of a Company-initiated registration subject tothe Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000Securities, 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 effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority of the Company participating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the 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 one (21) registrations registration pursuant to this Section 1.2, and such registrations have registration has been declared or ordered effectiveeffective (provided, however, that beginning twelve (12) months following the effective date of the Initial Offering, for so long as the Company does not satisfy the eligibility requirements for utilization of a registration statement on Form S-3, the Company shall not be required to effect a registration pursuant to this Section 1.2 if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations for the Holders pursuant to this Section 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 of, and ending on a date one hundred eighty (180) days following the effective date of of, a Company-initiated registration subject toto Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (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 shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after a written request (the earlier of "Request") from (i) three (3) years after the date Holders of this Agreement or a majority of the Options then outstanding, or (ii) six (6) months after the effective date Holder of the Initial Offering, Note or of a written request from the Holders of fifty percent (50%) or more majority of the Registrable Securities then outstanding (for purposes of this Section 1.2Shares, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the Registrable Securities with an then outstanding or a lesser percent of the Registrable Securities if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0002,000,000), then the Company shall, : (i) within twenty ten (2010) days of the receipt thereofof the Request, give written notice of such request thereof to all Holders, and subject to the limitations of this Section 1.2, use efforts to effect, ; and (ii) effect as soon as practicable, and in any event within 90 days of the receipt of such Request, the registration under the Act of all Registrable Securities that which the Holders request requested to be registered in a written request received by registered, subject to the Company within twenty (20) days limitations of the mailing of the Company’s notice pursuant to this Section 1.2(asubsection 1.2(b),. (b) If the Holders initiating the Request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 Request and the Company shall include such information in the written notice referred to in Section 1.2(asubsection 1.2(a)(i). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company Initiating I-folders in writing that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that 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 to the among all Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed 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 the right more than once in any twelve-month period. (d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any 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 After the Company has effected two one (21) registrations registration pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or; (iiiii) during During the period starting with the date sixty thirty (6030) days prior to the Company’s 's good faith estimate of the date of the filing of of, and ending on a date one one-hundred and eighty (180) days following after the effective date of of, a Company-initiated registration subject toto Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become filed; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities in such registration that may otherwise be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or July 26, 2023 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, as soon as reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Act covering all Registrable Securities that the Initiating Holders request to be registered and use its commercially reasonable efforts to effect, as soon as practicablepracticable after such filing, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(a2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest 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 Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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 Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, 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 eighty (180) days following the effective date of a Company-initiated registration subject toto 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. (d) For purposes of Section 2.1, a registration shall not be counted as “effected” (i) if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), 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 (ii) the Holders bear the expenses of such registration as though it were withdrawn at the request of the Holders of a majority of the Registrable Securities pursuant to Section 2.6.

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty fifty-one percent (5051%) or more 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 Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (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 commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a); provided, however, that only one such request may be made by Holders during any twelve (12) month period. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 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; 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 toto Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right 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 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 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).