Common use of Requested Registration Clause in Contracts

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. Subject to the conditions of this Section 4.1, (ai) If if the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either prior to the sale of securities to employees first underwritten public offering of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transactionCompany's securities (the "Initial Offering"), a written request from the Holders of not less than fifty percent (50%) of the Registrable Securities issued or issuable pursuant to the conversion of the Series C Preferred, Series D Preferred and Series E Preferred (the "Initiating Holders Holders"), that the Company file effect a registration statement under the Securities Act covering the registration of a number of Registrable Securities covering equal to at least twenty percent (i20%) no of the Registrable Securities held by such Holders on the date hereof or having an anticipated aggregate offering price to the public of at least ten million dollars ($10,000,000) or (ii) if the Company shall receive subsequent to the Initial Offering, a written request of Holders of a number of Registrable Securities equal to not less than twenty percent (20%) of the Registrable Securities held by issued or issuable pursuant to the Initiating Holderconversion of the Series C Preferred, Series D Preferred and Series E Preferred, the Company will: (a) promptly give written notice of the proposed registration to all other Holders; and (b) use its diligent best efforts to effect, as soon as practicable, the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or (ii) if for less than twenty percent (20%other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and specified in any event within ninety (90) days of the receipt of such request, together with all or such portion of the registration under the Securities Act of all Registrable Securities which the of any Holder or Holders joining in such request to be registered as are specified in a written request given within twenty fifteen (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (9015) days after receipt of such written notice from the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month periodCompany; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 3.1 during 4.1: (i) If at the period starting with time of the date of filing of, and ending on a date one hundred and eighty request to register Registrable Securities the Company gives notice within ten (18010) days after of such request that it is then engaged or has fixed plans to engage within thirty (30) days of the effective date of, a Company-initiated registration; provided time of the Company is actively employing request in good faith all reasonable efforts an initial firmly underwritten registered public offering as to cause such registration statement to become effective and further provided, that which the Holders are entitled may include Registrable Securities pursuant to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act Sections 4.1 or with respect to an employee benefit plan)4.

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees second anniversary of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Closing Date, a written request from the Initiating Holders that the Company file a effect any registration statement under the Securities Act covering the registration of with respect to Registrable Securities covering (i) no less than twenty representing at least twenty-five percent (2025%) of the Registrable Securities held by (or any lesser percentage if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceprice to the public, net of excluding underwriting discounts and commissions, equal to or exceeding US$5,000,000is at least Ten Million Dollars ($10,000,000)), then the Company shall, will: (i) within ten thirty (1030) days after of the receipt thereofby the Company of such notice, give written notice of such request the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the amount and shall, subject to the limitations intended method of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt distribution of such request, the registration under the Securities Act of all Registrable Securities which the and (ii) invite such other Holders request to be registered join in such requested registration by requiring that such other holders provide a written request given to join in the registration within twenty (20) days after the mailing receipt of such notice written notice); and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1: (1) After the Company has effected three such registrations pursuant to this Section 3.2(a), and such registrations have been declared or ordered effective; (2) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in accordance process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors, after consultation with outside securities counsel, materially and adversely affect the Company, then the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 10.53.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to cause any Registration Statement required by this Section 3.2 to be filed as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. (b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders) shall have the right to include any of the Company’s securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement. (c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the Initiating investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders intend to distribute of a majority of the Registrable Securities covered by their request by means of which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company. (d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, they as requested by the Initiating Holders, the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)3.2. In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 3.2 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by an the Company and reasonably acceptable to a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)proposing to distribute their securities through such underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration and Holders of a majority in interest of the Registrable Securities pursuant proposed to this Section 3.1 is not consummated for be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any reason other than due Holder to the action or inaction nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the Holdersterms of the underwriting, such registration shall not be deemed Holder may elect to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish withdraw therefrom by written notice to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company managing underwriter 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company . The Registrable Securities and/or other securities so withdrawn shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not also be deemed to have been exercised until such deferred registration shall have been effectedwithdrawn from registration. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If At any time after the Expiration Date, in case the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the an Initiating Holder or Initiating Holders that the Company file effect a registration statement under with respect to Registerable Securities, the Securities Act covering the registration of Registrable Securities covering Company shall: (i) no less than twenty percent (20%) promptly give written notice of the Registrable Securities held by the Initiating Holder, or proposed registration to all other Holders; and (ii) if for less than twenty percent as soon as practicable use its best efforts to register (20%including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with federal government requirements) the sale and distribution of the Registrable Registerable Securities held by as specified in such request, together with all or such portion of the Initiating Registerable Securities of any other Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, Holders as are specified in a written request given within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such requestwritten notice from the Company; provided, however, that the Company shall not be obligated to file a registration under the Securities Act of all Registrable Securities which the Holders request statement pursuant to be registered in a written request given this Section: (A) within twenty two hundred seventy (20270) days after the mailing effectiveness of the registration statement relating to a registration effected pursuant to this Section 1.3(a) or Section 1.4(a); (B) in any particular state in which the Company would be required to execute a general consent to service of process in effecting such registration; (C) in any registration having an aggregate sales price (before deduction of underwriting discounts and commissions) of less than $5,000,000; or (D) after the Company has effected four such registrations pursuant to this Section 1.3(a) and such registrations have been declared or ordered effective; provided, however, that any registration request which is subsequently withdrawn shall not be deemed to be a registration under this subsection (D) if the Holders requesting such registration shall have reimbursed the Company for all Registration Expenses related to such withdrawn registration and provided further, that Initiating Holder shall be entitled to request no more than two registrations pursuant to this Section 1.3(a). Notwithstanding the foregoing, if at the time of such notice withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and such registration shall not be counted as a registration pursuant to this Section 1.3(a)(ii)(D). Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registerable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Holders; provided, however, that (i) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in accordance with the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed within such period, then the Company may defer the filing of such registration statement for a period of not more than sixty (60) days, provided that the Company may not exercise such sixty (60) day hold off more than once during any two hundred seventy (270) day period, or (ii) if at the time of such request the Company determines it desires to register shares for the account of the Company, then the Company can so notify the Holders who shall then have rights to participate in such registration statement as provided in Section 10.51.4. (b) If the Initiating Holders intend to distribute the Registrable Registerable 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 3.1 and 1.3. In such event, the Company shall include such information in the written notice referred to in sub-Section 3.1(a1.3(a)(i), and the Holders shall select an underwriter or underwriters reasonably acceptable to the Company. In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable 's Registerable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company as provided in sub-Section 3.3(e)all Holders distributing their Registerable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters under writers selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.11.3, if the managing underwriter advises the Initiating participating Holders in writing that marketing factors factors, so as to not materially adversely impact the market price of the Company's Common Stock, require a limitation of the number of shares to be underwrittenunderwritten (an "UNDERWRITER'S CUTBACK"), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoparticipating Holders, and the number of Registrable shares of Registerable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Registerable Securities held by such Holders. If any Holder disapproves of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration terms of the Registrable Securities pursuant underwriting, he may elect to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed withdraw therefrom by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental written notice to the Company and its shareholders for the managing underwriter. If, by the withdrawal of such Registerable Securities a greater number of Registerable Securities held by other Holders may be included in such registration statement (up to be filed and it is therefore essential to defer the filing of such registration statement, limit imposed by the underwriters) the Company shall offer to all Holders who have included Registerable Securities in the registration the right to defer such filing for a period of not more than ninety (90) days after receipt include additional Registerable Securities in the same proportion used in determining the limitation as set forth above. Any Registerable Securities which are excluded from the underwriting by reason 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; provided further, that the Company underwriter's marketing limitation or withdrawn from such underwriting shall not register any other of its shares during be withdrawn from such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedregistration. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at At any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering earlier of: (i) no less than twenty percent (20%) Company's initial public offering of the Registrable Securities held by the Initiating Holderequity securities, or (ii) if for less than twenty percent (20%) the second anniversary of the Registrable Securities held date of this Agreement, upon written request by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then Majority Investors that the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 or part of their request made pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute (a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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"Requested Registration"), the Company shall have use its diligent efforts to effect the right registration under the Securities Act of the Registrable Securities that the Company has been so requested to defer register by such filing for a period of not more than Majority Investors within ninety (90) days after receipt of such request or within forty-five (45) days after receipt of such request if the request of the Initiating HoldersCompany is qualified to file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (collectively, "Commission Form S-3"); provided, however, that the Company may not utilize this right more than once in any twelve (12i) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration effect a Requested Registration on Commission Form S-3 pursuant to this Section 3.1 during 2(a) unless the period starting anticipated aggregate offering price of the Registrable Securities to be sold pursuant thereto is at least $5,000,000 in the aggregate and (ii) each Investor, acting alone, shall have the right to request that the Company register all or any portion of such Investor's Registrable Securities (subject to the $5,000,000 aggregate offering threshold referenced above) if the Company is qualified to file a registration statement on Commission Form S-3, whether or not the Majority Investors join in such request, and thereupon the Company shall use its diligent efforts to effect such registration in accordance with the date provisions hereof. The Company must effect an unlimited number of filing ofregistrations pursuant to this Section 2(a) to the extent such registrations may be effected on Commission Form S-3 (and meet the $5,000,000 aggregate offering threshold referenced above); provided, however, that (i) the Company shall not be obligated to effect more than three (3) Requested Registrations hereunder on Commission Form S-1 or any other Commission Form other than Commission Form S-3; and (ii) the Company shall not be obligated to keep effective at any one time more than three registration statements on Commission Form S-3 with respect to Registrable Securities requested to be registered in accordance with this Section 2(a), and ending if the Company is requested to effect the registration of Registrable Securities on Commission Form S-3 at a date time when it is keeping three such registration statements effective, it may delay effecting such Requested Registration until it is no longer required in accordance with Section 3(a)(iii) to keep effective one hundred of the then effective registration statements on Commission Form S-3. Subject to Section 2(f) and eighty the next succeeding sentence of this section 2(a), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the Registrable Securities subject to such Requested Registration at a price range approved in writing by the Majority Investors. Upon receipt of any such written request by the Majority Investors that the Company effect a Requested Registration, the Company will notify each other Investor of such request at least thirty (18030) days prior to the filing of such registration statement, and upon the request of any such Investor given in writing within fifteen (15) days after the effective date ofreceipt of such notice, a Company-initiated registration; provided subject to Section 2(f), the Company is actively employing shall as soon as practicable thereafter cause any of the Registrable Securities specified by any such Investor to be included in good faith all reasonable efforts to cause such registration statement (and any related qualification under blue sky laws or other compliance) to become effective and further provided, that the Holders are entitled to join extent such registration is permissible under the Securities Act and subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 the conditions of the Securities Act or with respect to an employee benefit planAct.).

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) March 31, 2011 1998, or within one (1ii) year three (3) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering the lesser of (iA) no less than twenty at least twenty-five percent (2025%) of the Registrable Securities held by then outstanding (or a lesser percent if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to price would exceed $2,000,000) or exceeding US$5,000,000(B) 250,000 Registrable Securities, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 participating in such public offering (the "PARTICIPATING HOLDERS") and the underwriter of such Holderoffering) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Participating Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenunder,mitten, then the Initiating Holders shall so advise all Holders number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number shares of Registrable Securities that may be included in the underwriting shall be allocated among all Participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Participating Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders a written request that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering for (i) no less than twenty percent (20%) at least 75% of the Registrable Securities, (ii) at least 60% of the Series E Registrable Securities, or (iii) Novation Registrable Securities held by having a current market value of at least $30 million, and in the Initiating Holder, case of clause (i) or (ii) if for less than twenty percent the aggregate gross proceeds of which registration would equal or exceed $20,000,000 (20%) of the Registrable Securities held by the Initiating Holder then for any such notice, an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000"INITIATION NOTICE"), then the Company shall, will: (A) within ten (10) days after of the receipt thereofby the Company of the Initiation Notice, give written notice of such request the proposed registration, qualification or compliance to all other Holders (the notice in this Section 4.1(a)(i) and shall, subject to the limitations of sub-in Section 3.1(b4.2(a)(i), each called the "REGISTRATION NOTICE"); and (B) use its best efforts to effect effect, as soon as practicable, 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 which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; providedInitiation Notice, such registration, Provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 3.1 during 4.1: (1) Prior to January 24, 2001. (2) In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing ofof any registration statement for the securities of the Company, and ending (except as provided below) on a the date one hundred and eighty six (1806) days after months immediately following the effective date ofof any registration statement pertaining to securities of the Company, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further effective, and, provided, further, that the Holders are entitled standstill period in this clause (3) shall not apply to join such registration subject to Section 3.2 (other than a registration of securities in regarding a transaction under described in subsection (a) of Rule 145 of as promulgated under the Securities Act ("RULE 145") or with respect to securities issued or issuable under an employee benefit planplan or other similar plan or agreement; (4) After the Company has effected two (2) such registrations requested by holders of at least 60% of the Series E Initiating Holders, three (3) such registrations requested by holders of the Novation Registrable Securities, and two (2) additional registrations pursuant to this Section 4.1(a), and such registrations have been declared or ordered effective. The Company shall not be obligated to effect more than one such registration requested by the holders of the Novation Registrable Securities in any twelve month period. (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 4.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.

Requested Registration. (a) If In case the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), from Initiating Holders a written request from the Initiating Holders that the Company file a effect any registration statement under with respect to the Securities Act covering Registrable Securities, the registration of Registrable Securities covering Company will: (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, promptly give written notice of such request the proposed registration, qualification or compliance to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect other Holders; and (ii) as soon as practicable, practicable and in any event within ninety one-hundred twenty (90120) days of the after receipt of such written request, use commercially reasonable efforts to effect such registration (including, without limitation, the registration execution of an undertaking to file post-effective amendments and appropriate qualification under applicable blue sky or other state securities laws) as may be so requested and, except as otherwise specified herein, as would permit or facilitate the Securities Act sale and distribution of all or such portion of such Registrable Securities which as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request to be registered as are specified in a written request given received by the Company within twenty (20) days after receipt of the mailing of such written notice by from the Company; provided, however, that the Company in accordance with Section 10.5. (b) If the Initiating Holders intend shall not be obligated to distribute 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 take any action to effect any such registration pursuant to this Section 3.1 and 1.6: (A) In any particular jurisdiction in which the Company shall include would be required to execute a general consent to service of process in effecting such information in registration or qualification unless the written notice referred Company is already subject to in sub-Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities service in such registration shall jurisdiction and except as may 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved required by the Company Securities Act; (except for B) Prior to six (6) months after the Company’s effective date of an IPO, which underwriter shall be as selected ; (1) If requested by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Series A-1 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of after the Company owned by each Holder. (c) The Company is obligated to effect only has effected two (2) such registrations pursuant to this Section 3.1subparagraph 1.6(a) on behalf of the Series A-1 Initiating Holders, (2) if requested by the Series A-2 Initiating Holders, after the Company has effected three (3) such registrations pursuant to this subparagraph 1.6(a) on behalf of the Series A-2 Initiating Holders, (3) if requested by the Key Investor Deciders, after the Company has effected two (2) such registrations pursuant to this subparagraph 1.6(a) on behalf of the Key Investor Deciders and (4) if requested by any other Initiating Holders, after the Company has effected two (2) such registrations pursuant to this subparagraph 1.6(a) regardless of the requesting Initiating Holder, and, in each such case, such registrations have been declared or ordered effective; (D) During the period starting with the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employed in good faith in all commercially reasonable efforts to cause such registration statement to become effective and provided further that the rights of the Initiating Holders to include Registrable Securities for registration in the Company’s registration shall be governed by Section 1.7 hereof; or (E) If such registration involves securities with an aggregate value less than Five Million Dollars ($5,000,000), as determined by either (a) a good faith determination by the Company or (b) if the proposed securities are traded actively on a nationally recognized securities exchange, the average of the per share price for the five trading days prior to the filing of such a registration of statement. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities pursuant so requested to this Section 3.1 is not consummated for any reason other than due to the action or inaction be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) such registration would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company (the “Board”), such disclosure is reasonably likely to adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or otherwise have a material adverse effect on the Company (a “Valid Business Reason”) and the Board concludes, as a result, that it is essential to defer the filing of such registration shall not be deemed to constitute a registration for purposes of this sentence. statement at such time, and (dii) Notwithstanding the foregoing, if the Company shall furnish to such Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 there exists a Valid Business Reason to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period up to two (2) periods of not more than ninety sixty (9060) days each after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and provided further, that the Company shall not register defer its obligation in this manner more than once in any other of its shares during such twelve (12) month 12)-month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If Subject to the conditions set forth in this Section 2.1, if the Company shall receive at any time not earlier than June 30, 2011 or within one after six (16) year months after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), Initial Public Offering a written request from holders of Registrable Securities (for purposes of this Section 2.1, “Holders”) collectively holding at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for with an anticipated aggregate offering price, net price of underwriting discounts and commissions, equal to or exceeding US$at least $5,000,000, then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shallholders and, subject to the limitations of sub-this Section 3.1(b)2.1, use its reasonable 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 which that the Holders request to be registered in a written request given received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 10.52.1(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 3.1 2.1, and the Company shall include such information in the written notice referred to in sub-Section 3.1(a2.1(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 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter or underwriters shall be as selected by reasonably acceptable to the Company). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of 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 Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration 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 obligated already subject to effect only two service in such jurisdiction and except as may be required under the Act; or (2b) such if the Company has previously effected registrations pursuant to this Section 3.12.1, and such registrations have been declared or ordered effective; or (c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that if the proposed registration of the Registrable Securities pursuant Company is actively employing in good faith all commercially reasonable efforts to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, cause such registration shall not be deemed statement to constitute a registration for purposes of this sentence.become effective; or (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; , provided, however, that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period; period and provided further, further that the Company shall not register any securities for the account of itself or any other of its shares stockholder during such twelve ninety (1290) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the day period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act 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 with respect to an employee benefit plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Requested Registration. (a) If the Company (i) shall receive from the Majority Initiating Holders, at any time not or times after the earlier than June 30, 2011 of (x) three (3) years after the date hereof or within one (1y) year six (6) months after the effective date of an IPO (other than a the registration statement relating either to for the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating HolderInitial Public Offering, or (ii) if shall receive from the LCP Initiating Holders at any time or times after six (6) months after the effective date of the registration statement for less than twenty percent (20%) the Initial Public Offering, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities held by Securities, the Initiating Holder then for an anticipated aggregate offering priceprice to the public of which exceeds $10,000,000, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, : (i) within ten (10) days after the of receipt thereof, give written notice of such request the proposed registration to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect other Holders; and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the file a registration under the Securities Act of all statement covering such Registrable Securities which of the Initiating Holders as are specified in such request, together with the Registrable Securities of other Holders joining in such request to be registered as are specified in a written request received by the Company within ten (10) days after such written notice from the Company is given, and use commercially reasonable efforts to effect such registration. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) after the Company has effected (x) two (2) such registrations initiated by the Majority Initiating Holders and (y) three (3) such registrations initiated by the LCP Initiating Holders, in each case pursuant to this Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.6 hereof and would, absent such election, have been required to bear such expenses); (iii) in a given within twenty nine (209) month period, after the Company has effected one (1) such registration in any such period; (iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the mailing effective date of, a Company-initiated registration (or six (6) months after the effective date of such notice by the registration statement if it is for an Initial Public Offering), provided that the Company is actively employing in accordance with good faith all commercially reasonable efforts to cause such registration statement to become effective; or (v) if the Initiating Holders propose to dispose of Registrable Securities which may be registered on Form S-3 pursuant to a request made under Section 10.51.5 hereof. (bc) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be materially detrimental to the Company for such registration statement to be filed in the near future and that 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 such filing for the period during which such disclosure would be materially detrimental, provided that the Company may not defer such filing for a period of more than ninety (90) days after receipt of the request of the Initiating Holders. The Company may not defer its obligation in this manner more than once in any twelve (12) month period. (d) The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.14 hereof, include Other Shares held by Other Stockholders and may include securities of the Company being sold for the account of the Company. (e) 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 3.1 1.3(a) hereof and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)1.3(a) hereof. The underwriter or underwriters shall be selected by Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (or, if an LCP Investor is the Initiating Holder, the LCP Investor) and shall be reasonably acceptable to the Company. In such 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 (shall, together with the Company as provided in sub-Section 3.3(e)) Company, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company underwriting. (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(af) but notwithstanding Notwithstanding any other provision of this Section 3.11.3, if the underwriter representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares securities to be underwritten, then the Initiating Holders shall so advise all Holders holders of Registrable Securities which that would otherwise be underwritten pursuant heretounderwritten, and the number of Registrable Securities that may securities to be included in the underwriting shall be allocated among all Holders thereofin accordance with Section 1.14 hereof. If a person who has requested inclusion in such registration as provided herein does not agree to the terms of any such underwriting, including such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders, and the securities so excluded shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of securities to be included in proportion (such registration was previously reduced as nearly as practicable) to the amount a result of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations marketing factors pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 statement1.3(f), the Company shall offer to all Holders or Other Stockholders who have retained rights to include securities in the registration the right to defer such filing for a period of not more than ninety (90) days after receipt of include additional securities in the request of registration in an aggregate amount equal to the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration number of securities so withdrawn, with such securities to be allocated among such Holders or Other Stockholders requesting additional inclusion in a transaction under Rule 145 of the Securities Act or accordance with respect to an employee benefit plan)Section 1.14 hereof.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) two (2) years from the date of this Agreement, 2011 or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no not less than twenty thirty percent (2030%) of the Registrable Securities held by then outstanding, (or any lesser number of shares if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000commissions would exceed $10,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 3.2 during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)effective.

Requested Registration. (a) If at any time on or after the first anniversary of the date hereof, the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the then outstanding Registrable Securities (the “Requesting Holders”) that the Company file effect a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) Registration with respect to all or a part of the Registrable Securities held by not included or requested to be included on the Initiating HolderShelf Registration Statement (a “Demand Registration”), or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, will: (i) within ten (10) days after the receipt thereof, Business Days give written notice of such request the proposed Demand Registration to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect other Holders; and (ii) as soon as practicable, use commercially reasonable efforts to effect such Demand Registration on Form S-3 (or any successor form thereto) or another appropriate form for such purpose if the Company is not then eligible to use Form S-3 to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in any event within ninety (90) days of the receipt of such request, together with all or such portion of the registration under the Securities Act of all Registrable Securities which the Holders of any other Holder joining in such request to be registered as are specified in a written request given received by the Company within twenty (20) days Business Days after the mailing of such written notice by from the Company in accordance with is given under Section 10.5. (b3(a)(i) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise above; provided that the Company as a part of their request made shall only be obligated to effect three (3) Demand Registrations pursuant to this Section 3.1 3 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, : (A) any such registration Demand Registration pursuant to this Section 3.1 during 3, if the period starting with the date Registrable Securities requested by all Holders to be registered pursuant to any such request have an anticipated aggregate public offering price (after deduction of filing of, and ending on a date one hundred and eighty any Selling Expenses) of less than $500,000; and (180B) days after the any such Demand Registration pursuant to this Section 3 of any Registrable Securities if such Registrable Securities are then covered by another effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)Registration Statement.

Requested Registration. (a) If In case the Company shall receive at ---------------------- from Initiating Holders a written request that the Company effect any time registration, qualification or compliance with respect to not less than twenty- five percent (25%) of the outstanding shares of the Registrable Securities, or any lesser number of shares if the anticipated aggregate offering price, before underwriting discounts and commissions, would exceed five million dollars ($5,000,000), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier than June 30of May 31, 2011 1999 or within one hundred eighty (1180) year days after the effective date of an IPO the Company's first registered pubic offering of its stock; (other than a registration statement relating either to C) If the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shallCompany, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other gives notice of its shares during bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such twelve request (12) month period. A demand right under Section 3.1(a) other than a registration of securities in a Rule 145 transaction or Section 3.1(b) shall not be deemed with respect to have been exercised until such deferred registration shall have been effected.an employee benefit plan); (eD) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during During the period starting with the date of filing of, and ending on a the date one hundred and eighty (180) days after immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration; registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective effective; (E) After the Company has effected two (2) such registrations pursuant to this Section 5.1(a), and further providedsuch registrations have been declared or ordered effective; or (F) If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided that the Holders are entitled Company may not exercise this deferral right more than once per twelve (12) month period. Subject to join such registration subject to Section 3.2 the foregoing clauses (other than A) through (F), the Company shall file a registration of securities in a transaction under Rule 145 statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the Securities Act request or with respect to an employee benefit plan)requests of the Initiating Holders.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) March 27, 2011 2001, or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transactiontransaction pursuant to Rule 145 promulgated by the SEC under the Act), a written request from the Initiating Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than at least twenty percent (20%) of the Registrable Securities held by then outstanding (or a lesser percent if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$would exceed $5,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 2.2(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.54.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). In such 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an the Company (provided such underwriter or underwriters are reasonably acceptable to a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the CompanyHolders). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence2.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (ai) If the Company shall receive at any time not earlier than June 30receive from WPCC, 2011 WPCP or within one WPI (1the "Requesting Stockholder(s)") year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file effect a registration statement under with respect to all or a part of the Securities Act covering Registrable Shares owned by such Requesting Stockholder(s), and the registration Stockholders collectively (for this purpose, together with any Person whose shares of Registrable Securities covering (iCommon Stock would be required to be aggregated with the shares held by the Stockholders pursuant to Rule 144) no less than twenty own at least ten percent (2010%) of the Registrable Securities held by the Initiating Holderthen outstanding shares of Common Stock, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, : (A) within ten (10) five business days after of receipt of the receipt thereofwritten request from such Requesting Stockholder(s), give written notice of such request the proposed registration to all Holders other holders of Registrable Shares and shallto Thomas Hardy, subject Alan Leslie, Frances Leslie, Greta Pofcher and xxx xxxatx xx Xxxxxx Pxxxxxx (xx xxx cxxx xx xxxx individuals, at thxxx xxspective addresses as set forth on the stock records of the Company) (such other holders and such individuals being hereinafter referred to collectively as the limitations of sub-Section 3.1(b"Holders"); and (B) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act) and take such other actions as soon would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as practicable, and are specified in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act together with all or such portion of all Registrable Securities which the Common Stock of any Holder or Holders joining in such request to be registered as are specified in a written request given within twenty (20) days after the mailing of such notice received by the Company in accordance with Section 10.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise within 15 business days after written notice from the Company as a part of their request made is given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a). In such event2(a)(i)(A) above; PROVIDED, 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoingHOWEVER, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during 2(a) other than two such registrations by the period starting with the date of filing of, and ending on a date one hundred and eighty Stockholders (180) days after the effective date ofeach, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become "Required Registration") (counting for this purpose only registrations which have been declared or ordered effective and further provided, that the Holders are entitled pursuant to join such registration subject to Section 3.2 (other than a registration of which securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit planhave been sold).

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) January 31, 2011 2001, or within (ii) one (1) year after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of that number of shares of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an whose anticipated aggregate offering price, net of underwriting discounts and commissions, would equal to or exceeding US$5,000,000at least $10,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 2.2(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (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 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities proposed to be sold by persons other than the Holders are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence2.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of (i) at least a majority of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred Stock then outstanding (voting together as a single class), (ii) at least a majority of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock and Series D Preferred Stock then outstanding (voting together as a single class), (iii) at least a majority of the shares of Common Stock issued or issuable upon conversion of the Series E-1 Preferred Stock then outstanding (voting together as a single class), or (iv) at least a majority of the shares of Common Stock issued or issuable upon conversion of the Series F Preferred stock then outstanding (voting together as a single class), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no having an aggregate market value of not less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000$10,000,000, then the Company shallshall promptly, within and in no event more than ten (10) days after the following receipt thereofof such request, give written notice of such request to all other Holders and shall, subject to the limitations provisions of sub-Section 3.1(b)1.8, use its best efforts to effect as soon as practicable, and in any event within ninety sixty (9060) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty fifteen (2015) days after of the mailing of such notice by the Company in accordance with Section 10.5.3.3. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration statement under this Section 1.2: (a) prior to the date that is six months after the Company's IPO; (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise after the Company as a part of their request made has effected two registration statements pursuant to this Section 3.1 1.2 and such registration statements have been declared or ordered effective and have remained effective until the earlier of (A) 120 days after the date of effectiveness, and (B) the date all Registrable Securities registered thereunder have been sold; PROVIDED, HOWEVER, that if the Company shall include has withdrawn or abandoned such information in registration due to the written notice referred to in sub-Section 3.1(a). In such eventfraud, the right material misstatement or omission of any a material fact of a Holder to include its Registrable Securities participating in such registration, such withdrawn or abandoned 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 count as one of the Initiating Holders and such Holder) to two registration statements the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to under this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence.1.2; (dc) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer or President of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer the filing of such filing registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; providedHolder or Holders under this Section 1.2, howeverPROVIDED, that the Company may not utilize this right more than once in any twelve (12) month period; provided furtherHOWEVER, that the Company shall not register exercise such right (or the equivalent right set forth in Section 1.4(b)) more than once in any other of its shares during such twelve six (126) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected.; or (ed) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty ninety (18090) days after the effective date ofof any registration subject to Section 1.3 hereof, a Company-initiated registration; provided PROVIDED, HOWEVER, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)effective.

Requested Registration. (a) If the Company shall receive at At any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either hereof and on or prior to the sale of securities to employees third anniversary of the Company pursuant to a stock optiondate hereof, stock purchase or similar plan or a SEC Rule 145 transaction), a upon written request from by the Initiating Majority Holders to the Company, that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (a "REQUESTED REGISTRATION"), the Company will use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Holders within one hundred twenty (120) days after receipt of such request or within sixty (60) days after receipt of such request with respect to a Requested Registration, if the Company is qualified to file a registration statement under on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S-3") and the Securities Act covering SEC does not subject such registration to a full review; provided, however, that the registration of Registrable Securities covering Company shall not be obligated to effect a Requested Registration pursuant to this subdivision (ia), (A) no less than twenty unless with respect to a Requested Registration, the shares to be registered represent at least two percent (202%) of the Registrable Securities held by Common Stock then outstanding and the Initiating Holder, or (ii) if for less than twenty percent (20%) anticipated aggregate offering price of the Registrable Securities held by to be sold is at least $2,000,000, in the Initiating Holder then for an anticipated aggregate offering pricecase of registration on XXX Xxxx X-0, net or at least $5,000,000 in the case of underwriting discounts and commissionsother registrations, equal or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to or exceeding US$5,000,000this Section. Subject to all limitations in the preceding sentence, then the Company shallmust effect no more than three Requested Registrations pursuant to this subdivision (a) to the extent such Requested Registrations may be effected on SEC Form S-3, within ten and no more than two Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (10e), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if there is no underwriter and, if there is an underwriter, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) days after the receipt thereof, Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicableHolders, and all Holders shall be afforded the opportunity to join in any event within ninety (90) days of the receipt of such request, . The Company will be obligated to include in the registration under the Securities Act Requested Registration such number of all Registrable Securities which the Holders of any Holder joining in such request to be registered as are specified in a written request given within twenty (20) days after the mailing of by such notice Holder received by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) within 20 days after receipt of such written notice from 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; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedCompany. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (aA) If the Company shall receive at any time not after the earlier than June 30of (i) March 31, 2011 1998, or within one (1ii) year three (3) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering coveting the registration of Registrable Securities covering the lesser of (iA) no less than twenty at least twenty-five percent (2025%) of the Registrable Securities held by then outstanding (or a lesser percent if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to price would exceed $2,000,000) or exceeding US$5,000,000(B) 250,000 Registrable Securities, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (bB) 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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 participating in such public offering (the "PARTICIPATING Holders") and the underwriter of such Holderoffering) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Participating Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number shares of Registrable Securities that may be included in the underwriting shall be allocated among all Participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Participating Holder. (cC) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (dD) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at At any time not earlier than June 30, 2011 or within one (1) year after the effective date earlier to occur of (i) ---------------------- April 16, 2003, and (ii) the Company's initial public offering of equity securities (such an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock optionoffering, stock purchase or similar plan or a SEC Rule 145 transactionan "Initial Public Offering"), a upon written request from by the Initiating Holders to the Company that the Company file effect a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to 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 which the Holders request to be registered in (a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a"Requested Registration"). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 use its diligent efforts to file a registration statement on Form S-1 or any similar long-form registration statement (each, a "Long-Form Registration Statement") (x) with respect to the right to defer first such filing for a period of not more than Long-Form Registration Statement within ninety (90) days after receipt of such request by such Initiating Holders and (y) with respect to each successive Long-Form Registration Statement, within sixty (60) days after receipt of such request by such Initiating Holders, in each case in order to effect the request registration under the Securities Act of the Initiating HoldersRegistrable Securities (other than Founder Stock) that the Company has been so requested to register or to file a registration statement on Commission Form S-2 or Form S-3 or any successor or similar short-form registration statement (each, a "Short-Form Registration Statement") within forty-five (45) days after receipt of such request if the Company is qualified to file a Short-Form Registration Statement; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed obligated to have been exercised until such deferred registration shall have been effected. file a -------- ------- Requested Registration on a Short-Form Registration Statement (ea "Short-Form Registration") Notwithstanding pursuant to this Section 2(a) unless the foregoinganticipated gross aggregate offering price of the Registrable Securities to be sold pursuant thereto is at least two million dollars ($2,000,000) in the aggregate; provided, -------- further, however, that in the event the Company has not completed an Initial ------- ------- Public Offering, the Company shall not be obligated to effect, or to take any action to effect, any such registration file a Requested Registration on a Long-Form Registration Statement (a "Long-Form Registration") pursuant to this Section 3.1 during 2(a) unless at least eighty million dollars ($80,000,000) in aggregate principal amount of the period starting Registrable Securities (as measured by the aggregate gross offering price thereof as reflected in the registration statement with respect thereto), after giving effect to such registration, would be registered under the Securities Act; provided, further, -------- ------- however, that if the Company has previously completed an Initial Public Offering ------- the Company shall not be obligated to file a Long-Form Registration unless the anticipated aggregate gross offering price with respect thereto would equal or exceed thirty million dollars ($30,000,000). The Company must file an unlimited number of Short-Form Registrations pursuant to this Section 2(a) subject to the requirement that any such Short-Form Registration meets the two million dollar ($2,000,000) aggregate offering threshold referenced above and otherwise satisfies the conditions or requirements applicable thereto. In no event shall the Company be obligated hereunder to file more than six (6) Long-Form Registrations in the aggregate or more than two (2) Long-Form Registrations requested by any Investor and the affiliates thereof. Subject to Section 2(f), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the date orderly sale of the Registrable Securities subject to such Requested Registration at a price range acceptable to the Majority Initiating Holders. Upon filing ofof a Long-Form Registration Statement or a Short-Form Registration Statement, and ending on a date one hundred and eighty (180) days after as the effective date ofcase may be, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable shall thereafter use its diligent efforts to cause such registration statement to become be declared effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)as promptly as possible.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June of (i) the thirty (30) month anniversary of the date of this Agreement, 2011 or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a Qualified Public Offering (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 an SEC Rule 145 transaction), a written request from the Initiating Holders of at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering the lesser of (ix) no less than twenty at least twenty-five percent (2025%) of the Registrable Securities held by the Initiating Holder, then outstanding or (iiy) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for having an anticipated estimated aggregate public offering price, net price of underwriting discounts and commissions, equal to or exceeding US$5,000,000at least $15 million, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 1.2(b), use its best efforts to effect as soon as practicable, and in any event within ninety sixty (9060) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.53.5. (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 3.1 1.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its 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 sub-Section 3.3(esubsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities pursuant to this Section 3.1 is not consummated for any reason or other than due to the action or inaction of the Holderssecurities so withdrawn shall also be withdrawn from registration, and such registration Registrable Securities shall not be deemed transferred in a public distribution prior to constitute a registration for purposes ninety (90) days (one hundred eighty (180) days in the case of this sentencethe Company's Initial Public Offering) after the date of the final prospectus used in such public offering. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 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) twelve-month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoingIn addition, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during 1.2: (i) After the Company has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registrationregistration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable will use best efforts to cause such registration statement to be filed and to become effective and further provided, as expeditiously as shall be reasonably possible; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that the Holders are entitled may be immediately registered on Form S-3 pursuant to join such registration subject a request made pursuant to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)1.12 below.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) March 1, 2011 1989, or within (ii) one hundred twenty (1120) year days after the effective date of an IPO the first registration statement of a public offering of Capital Stock 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 Commission Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under shall be requested by the Securities Act covering the registration holders of Registrable Securities covering (i) no not less than twenty percent (20%) 50% of the Registrable Securities held by the Initiating Holdertotal number of shares of Restricted Securities, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shallshall promptly, and in any case within ten (10) days after the receipt thereofdays, give written notice of such request proposed registration to all Holders and shall, subject to holders of Restricted Securities. Thereupon the limitations of sub-Section 3.1(b), Company shall as expeditiously as possible use its best efforts to effect as soon as practicable, and the registration on Form S-1 (or on a form of general use then in any event within ninety (90effect under the Act) days of the receipt shares of such request, the registration under the Securities Act of all Registrable Restricted Securities which the Holders Company has been requested to register (i) in such request and (ii) in any response to be registered in a written request such notice given to the Company within twenty (20) days after the mailing Company's giving of such notice by notice, in order to permit the Company sale or other disposition of such shares in accordance with Section 10.5the intended method of sale or other disposition given in the request and in any such response. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date first one hundred and eighty twenty (180120) days after the effective date of, a Company-initiated registration; provided of any registration statement filed by the Company under paragraph 5.3(b) or 5.4 hereof if the Company has complied with the provisions of paragraph 5.3(b) or 5. (a) any other shares of Capital Stock (including issued and outstanding shares of Capital Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter(s), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Restricted Securities sought to be registered by the holder or holders of Restricted Securities pursuant to this paragraph 5.3(a). If it is actively employing determined as provided above that there will be such interference, the other shares of Capital Stock sought to be included shall be excluded to the extent deemed appropriate by the managing underwriter(s) and, if the number of Restricted Securities to be included would itself be too large, the number of shares of the holder thereof to be included shall be determined pro rata based on the total number of Restricted Securities owned by each holder requesting to participate. (b) In addition to the registration rights granted in good faith all reasonable paragraph 5.3(a), if a registration may be effected by the Company on Form S-3 or a similar short-form registration statement, and the Company shall be requested by the holders of not less than thirty percent (30%) of the total number of shares of Restricted Securities, the Company shall, as expeditiously as possible, use its best efforts to cause such effect the registration on Form S-3 or a similar short-form registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the shares of Restricted Securities Act which the Company has been requested to register in such request. The Company shall be obligated to have only one (1) registration statement declared effective pursuant to this paragraph 5.3(b), and the rights granted by this paragraph 5.3(b) may not be exercised during the first one hundred twenty (120) days after the effective date of any registration statement filed by the Company under paragraph 5.3(a) or 5.4 hereof if the Company has complied with respect to an employee benefit plan)the provisions of paragraph 5.3(a) or 5.4.

Requested Registration. (a) If the Company shall receive at At any time not earlier than June 30, 2011 or within one (1) year after the effective earlier to occur ---------------------- of (A) the fourth anniversary of the date hereof and (B) the Company's initial public offering of an IPO (other than a registration statement relating either equity securities, upon written request by the Holders of at least twenty-five percent of the Registrable Securities outstanding at the time of the request to the sale of securities to employees of the Company pursuant to a stock optionCompany, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (a "Requested Registration"), the Company will use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Holders within sixty (60) days after receipt of such request or within thirty (30) days after receipt of such request if the Company is qualified to file a registration statement under on Commission Form S-3 (or any successor or similar short-form registration statement (collectively, "Commission Form S-3")); provided, however, that the Securities Act covering the registration of Registrable Securities covering Company shall not be obligated to effect a Requested Registration, pursuant to this subdivision (a) (X) unless either (i) no less than twenty percent the requesting Holders pay the Registration Expenses pursuant to Section 2(d) hereof or (20%ii) the anticipated aggregate offering price of the Registrable Securities held by to be sold is at least $750,000, in the Initiating Holdercase of registration on Commission Form S-3, or at least $5,000,000 in the case of other registrations or (iiY) if for less than twenty percent (20%) during the 180 day period immediately following the commencement of the Registrable Securities held by Company's public offering of equity securities. The Company must effect an unlimited number of registrations pursuant to this subdivision (a) to the Initiating Holder then for an anticipated aggregate offering priceextent such registrations may be effected on Commission Form S-3, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then but the Company shallshall not be obligated to effect more than three Requested Registrations hereunder other than on Commission Form S-3. Subject to subdivision (f), within ten the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Holders. Upon receipt of a written request pursuant to this subdivision (10a) days after the receipt thereof, Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicableHolders, and all Holders shall be afforded the opportunity to participate in any event within ninety (90) days such request as follows: The Company will be obligated to include in the Requested Registration such number of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders of any Holder joining in such request to be registered as are specified in a written request given within twenty (20) days after by the mailing of such notice Holder received by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) within 20 days after receipt of such written notice from 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; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedCompany. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If Subject to the conditions set forth in this Section 2.1, if the Company shall receive at any time not earlier than June 30, 2011 or within one after six (16) year months after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), Initial Public Offering a written request from Investors holding Registrable Securities (for purposes of this Section 2.1, “Holders”) holding at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for with an anticipated aggregate offering price, net price of underwriting discounts and commissions, equal to or exceeding US$at least $5,000,000, then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shallholders and, subject to the limitations of sub-this Section 3.1(b)2.1, use its reasonable 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 which that the Holders request to be registered in a written request given received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 10.52.1(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 3.1 2.1, and the Company shall include such information in the written notice referred to in sub-Section 3.1(a2.1(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 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders and approved by the Company (except for which underwriter or underwriters shall be reasonably acceptable to the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of 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 Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect only two service in such jurisdiction and except as may be required under the Act; or (2) such if the Company has previously effected a registrations pursuant to this Section 3.12.1, and such registrations have been declared or ordered effective; or (3) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that if the proposed registration of the Registrable Securities pursuant Company is actively employing in good faith all commercially reasonable efforts to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, cause such registration shall not be deemed statement to constitute a registration for purposes of this sentence.become effective; or (d4) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; , provided, however, that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period; period and provided further, further that the Company shall not register any securities for the account of itself or any other of its shares stockholder during such twelve ninety (1290) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the day period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act 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 with respect to an employee benefit plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) November 1, 2011 1999, or within one (1ii) year six (6) months after the effective date of an IPO (other than a the first registration statement relating either to the sale of securities to employees of the Company pursuant to for a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Qualified Public Offering, a written request from the Initiating Holders of at least forty percent (40%) of the Registrable Securities then outstanding (excluding the Management Shares, for which the Management Persons shall not be entitled to initiate a request under this Section 2.2(a)), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than at least twenty percent (20%) of the Registrable Securities held by then outstanding (excluding the Initiating HolderManagement Shares), or (ii) if and for less than twenty percent (20%) of which the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts gross proceeds to the Company and commissions, equal to or exceeding US$any selling stockholder would exceed $5,000,000, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders (including Management Persons, who shall be entitled to request registration of the Management Shares held by them pursuant to this sentence) and shall, subject to the limitations of sub-Section 3.1(bsubsection 2.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.53.5. (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 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting that are held by Holders other than the Management Persons shall not be reduced unless all Management Shares are first entirely excluded from the underwriting; provided, further, that the number of shares of Registrable Securities (including Management Shares) to be included in such underwriting shall not be reduced unless all other securities proposed to be sold by persons other than the Holders (including the Management Persons) and the Company are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.12.2 and, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for in any reason other event, no more than due to the action or inaction of the Holders, one (1) such registration shall not be deemed to constitute a registration for purposes of this sentencein any twelve (12) month period. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer 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 twice in any twelve (12) month period; provided further, that the Company shall not register any other period nor for a total of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedmore than 120 consecutive days. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) November 1, 2011 2003, or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no not less than twenty twenty-five percent (2025%) of the Registrable Securities held by Demand Right Shares then outstanding, (or any lesser number of shares if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, commissions would exceed $10,000,000) then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 2.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.54.5. (b) If the Initiating Holders intend to distribute the Registrable Securities Demand Right Shares 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 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). In such event, the right of any Demand Right Shares Holder to include its Registrable Securities his Demand Right Shares in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities 's Demand Right Shares 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities Demand Right Shares which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares of Demand Right Shares that may be included in the underwriting shall be allocated among all Demand Right Shares Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities Demand Right Shares of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 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 number of shares of Demand Right Shares to be included in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) underwriting shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)reduced unless

Requested Registration. (ai) If the Company shall receive at any time not earlier than June 30receive from WPCC, 2011 WPCP or within one WPI (1the "Requesting Stockholder(s)") year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file effect a registration statement under with respect to all or a part of the Securities Act covering Registrable Shares owned by such Requesting Stockholder(s), and the registration Stockholders collectively (for this purpose, together with any Person whose shares of Registrable Securities covering (iCommon Stock would be required to be aggregated with the shares held by the Stockholders pursuant to Rule 144) no less than twenty own at least ten percent (2010%) of the Registrable Securities held by the Initiating Holderthen outstanding shares of Common Stock, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, : (A) within ten (10) five business days after of receipt of the receipt thereofwritten request from such Requesting Stockholder(s), give written notice of such request the proposed registration to all Holders other holders of Registrable Shares and shallto Xxxxxx Xxxxx, subject Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and the estate of Xxxxxx Xxxxxxx (in the case of such individuals, at their respective addresses as set forth on the stock records of the Company) (such other holders and such individuals being hereinafter referred to collectively as the limitations of sub-Section 3.1(b"Holders"); and (B) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act) and take such other actions as soon would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as practicable, and are specified in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act together with all or such portion of all Registrable Securities which the Common Stock of any Holder or Holders joining in such request to be registered as are specified in a written request given within twenty (20) days after the mailing of such notice received by the Company in accordance with Section 10.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise within 15 business days after written notice from the Company as a part of their request made is given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a). In such event2(a)(i)(A) above; PROVIDED, 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoingHOWEVER, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during 2(a) other than two such registrations by the period starting with the date of filing of, and ending on a date one hundred and eighty Stockholders (180) days after the effective date ofeach, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become "Required Registration") (counting for this purpose only registrations which have been declared or ordered effective and further provided, that the Holders are entitled pursuant to join such registration subject to Section 3.2 (other than a registration of which securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit planhave been sold).

Requested Registration. (a) If In case the Company shall receive from Initiating Holders, at any time not earlier than June 30after one hundred eighty (180) days following the first registered public offering of Company's Common Stock, 2011 or within one (1) year after regardless of whether such offering meets the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)threshold size and per share price levels set forth in Section 1.2 above, a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) effect any registration, qualification or compliance with respect to all of the Registrable Securities then held by such Initiating Holders, the Initiating Holder, or Company will: (iii) if for less than twenty percent (20%) give written notice of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceproposed registration, net of underwriting discounts and commissions, equal qualification or compliance to or exceeding US$5,000,000, then the Company shall, all other Holders within ten (10) days after the receipt thereof; and (ii) use its diligent best efforts to effect, give as soon as practicable, all such registrations, qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities held by such Initiating Holders, together with all of the Registrable Securities of any Holder or Holders who joins in such request in a written request received by the Company within thirty (30) days after such written notice is given; provided, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 4.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a dealer, or to cause any officer or employee of the Company to register as a salesman in effecting such request registration, qualification or compliance; (B) Within one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to all an underwritten public offering of securities of the Company for its own account; (C) After the Company has effected one (1) such registration pursuant to this Section 4.2; (D) If the Company shall furnish to such Holders and shall, subject 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 be seriously detrimental to the limitations of sub-Section 3.1(b)Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to effect as soon as practicableregister, and qualify or comply under this Section 4.2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from the Initiating Holders; or (E) If taking any such action could result in any event a registration statement being declared effective within ninety one hundred twenty (90120) days of the effective date of any registration statement filed pursuant to Section 7.2 of that certain Preferred Stock Purchase Agreement, dated as of August 4, 1987, by and between the Company, Motion Control, Inc. and the investors named therein (the "Preferred Stock Purchase Agreement"). Subject to the foregoing, the Company will use its best efforts to file a registration statement covering the Registrable Securities as soon as practicable after receipt of such request, the registration under request or requests of the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5Initiating Holders. (b) If the 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 include in their request made pursuant to this Section 3.1 4.2 the name, if any, of the underwriter or underwriters that such Initiating Holders would propose, with the consent of the Company (which consent shall not be unreasonably withheld), to employ in connection with the public offering proposed to be made pursuant to the registration requested, and the Company shall include such information in the written notice referred to in sub-clause (i) of Section 3.1(a4.2(a). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4.2 shall be conditioned upon on such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting. The Company shall (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)manner set forth above. Subject to Section 3.1(a) but notwithstanding Notwithstanding-any other provision of this Section 3.14.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting as determined by the underwriters, shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the Company owned by each Holderunderwriter's marketing limitation shall be included in such registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If After the Company has qualified for the use of Form S-3 under the Securities Act, Investor shall have the right to request registrations of Warrant Shares on Form S-3 thereafter under this Section 8.1 (such requests shall be in writing and shall state the number of Warrant Shares to be disposed of and the intended method of disposition of such shares), provided that the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than be required to effect 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 this Section 8.1 unless the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration Investor proposes to dispose of Registrable Securities covering Warrant Shares which it reasonably anticipates will have an aggregate disposition price (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net before deduction of underwriting discounts and commissionsexpenses of sale) of at least one million dollars ($1,000,000), equal to or exceeding US$5,000,000, then provided further that the Company shallshall not be required to effect a registration pursuant to this Section 8.1 if at the time of the request for a registration on Form S-3, the Company in good faith gives notice within ten thirty (1030) days after the receipt thereof, give written notice of such request that it is engaged or has fixed plans to all Holders and shall, subject to engage within sixty (60) days of the limitations time of sub-Section 3.1(bthe request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), use its best efforts provided further that the Company shall not be required to effect more than one registration pursuant to this Section 8.1 in any twelve (12) month period, and provided further that the Company shall not be required to file more than two registrations on Form S-3 with respect to Warrant Shares. Upon receipt of a proper request for registration pursuant to this Section 8.1, the Company will as soon as practicable, and practicable but in any event within ninety (90) days of the receipt of days, use its diligent efforts to effect such requestregistration (including, without limitation, the registration 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 Act) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities which or such portion of the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 Warrant Shares as a part of their request made pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities are specified 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 request provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)be

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees second anniversary of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Closing Date, a written request from the Initiating Holders (excluding the Placement Agents) that the Company file a effect any registration statement under the Securities Act covering the registration of with respect to Registrable Securities covering (i) no less than twenty representing at least twenty-five percent (2025%) of the Registrable Securities held by (or any lesser percentage if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceprice to the public, net of excluding underwriting discounts and commissions, equal to or exceeding US$5,000,000is at least Ten Million Dollars ($10,000,000) (the “Initiating Holders”)), then the Company shall, will: (i) within ten thirty (1030) days after of the receipt thereofby the Company of such notice, give written notice of such request the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the amount and shall, subject to the limitations intended method of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt distribution of such request, the registration under the Securities Act of all Registrable Securities which the and (ii) invite such other Holders request to be registered join in such requested registration by requiring that such other holders provide a written request given to join in the registration within twenty (20) days after the mailing receipt of such notice written notice); and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.2: (1) After the Company has effected three such registrations pursuant to this Section 3.2(a), and such registrations have been declared or ordered effective; or (2) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in accordance process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors, after consultation with outside securities counsel, materially and adversely affect the Company, then the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 10.53.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to cause any Registration Statement required by this Section 3.2 to be filed as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve-month period; or (3) With respect to any Holder if at the time of such request all of such Holder’s Registrable Securities (assuming cashless exercise of the Warrant Shares) may be sold without restriction under Rule 144(k) (or successor rule). (b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders) shall have the right to include any of the Company’s securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement. (c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the Initiating investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders intend to distribute of a majority of the Registrable Securities covered by their request by means of which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company. (d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, they as requested by the Initiating Holders, the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)3.2. In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 3.2 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by an the Company and reasonably acceptable to a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)proposing to distribute their securities through such underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration and Holders of a majority in interest of the Registrable Securities pursuant proposed to this Section 3.1 is not consummated for be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any reason other than due Holder to the action or inaction nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the Holdersterms of the underwriting, such registration shall not be deemed Holder may elect to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish withdraw therefrom by written notice to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company managing underwriter 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company . The Registrable Securities and/or other securities so withdrawn shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not also be deemed to have been exercised until such deferred registration shall have been effectedwithdrawn from registration. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June of (i) five (5) years after April 30, 2011 1997, or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by then outstanding, the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000of which would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.13.2; provided, provided however, that if the proposed Company shall be obligated to effect one additional registration of the Registrable Securities pursuant to this Section 3.1 is not consummated 3.2 if the Company fails to qualify for any reason use of Form S-3 under the Securities Act within twelve (12) months after the effective date of the first registration statement for a public offering of securities of the Company (other than due a registration statement relating either to the action or inaction sale of securities to employees of the HoldersCompany pursuant to a stock option, such registration shall not be deemed to constitute stock purchase or similar plan or a registration for purposes of this sentenceSEC Rule 145 transaction). (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 3.2 during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-Company- initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)effective.

Requested Registration. (a) If Subject to the conditions set forth in this Section 2.1, if the Company shall receive at any time not earlier than June 30, 2011 or within one after six (16) year months after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), Initial Public Offering a written request from holders of Registrable Securities (for purposes of this Section 2.1, “Holders”) collectively holding at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for with an anticipated aggregate offering price, net price of underwriting discounts and commissions, equal to or exceeding US$at least $5,000,000, then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shallholders and, subject to the limitations of sub-this Section 3.1(b)2.1, use its reasonable 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 which that the Holders request to be registered in a written request given received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 10.52.1(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 3.1 2.1, and the Company shall include such information in the written notice referred to in sub-Section 3.1(a2.1(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 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter or underwriters shall be as selected by reasonably acceptable to the Company). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of 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 Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration 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 obligated already subject to effect only two service in such jurisdiction and except as may be required under the Act; or (2b) such if the Company has previously effected registrations pursuant to this Section 3.12.1, and such registrations have been declared or ordered effective; or (c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that if the proposed registration of the Registrable Securities pursuant Company is actively employing in good faith all commercially reasonable efforts to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, cause such registration shall not be deemed statement to constitute a registration for purposes of this sentence.become effective; or (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; , provided, however, that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period; period and provided further, further that the Company shall not register any securities for the account of itself or any other of its shares stockholder during such twelve ninety (1290) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the day period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act 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 with respect to an employee benefit plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Requested Registration. (a) If In case the Company shall receive from Initiating Holders, at any time not earlier than June 30, 2011 or within one (1) year after the effective date earlier of an IPO (other than a registration statement relating either to i) one hundred eighty (180) days following the sale first registered public offering of securities to employees Company's Common Stock, regardless of whether such offering meets the Company pursuant to a stock optionthreshold size and per share price levels set forth in Section 1.2 above, stock purchase or similar plan or a SEC Rule 145 transaction)and (ii) March 8, 1996, a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) effect any registration, qualification or compliance with respect to all of the Registrable Securities then held by such Initiating Holders, or any portion thereof the sale of which is reasonably expected to yield gross proceeds to the Initiating HolderHolders of at least $500,000, or the Company will: (iii) if for less than twenty percent (20%) give written notice of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceproposed registration, net of underwriting discounts and commissions, equal qualification or compliance to or exceeding US$5,000,000, then the Company shall, all other Holders within ten (10) days after the receipt thereof; and (ii) use its diligent best efforts to effect, give as soon as practicable, all such registrations, qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities held by such Initiating Holders, together with all of the Registrable Securities of any Holder or Holders who joins in such request in a written request received by the Company within thirty (30) days after such written notice is given; provided, that the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 4.2: (A) In any particular jurisdiction in which the--Company would be required to execute a general consent to service of process, to register as a dealer, or to cause any officer or employee of the Company to register as a salesman in effecting such request registration, qualification or compliance; (B) Within one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to all an underwritten public offering of securities of the Company for its own account; (C) After the Company has effected one (1) such registration pursuant to this Section 4.2; (D) If the Company shall furnish to such Holders and shall, subject 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 be seriously detrimental to the limitations of sub-Section 3.1(b)Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to effect as soon as practicableregister, and qualify or comply under this Section 4.2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from the Initiating Holders; or (E) If taking any such action could result in any event a registration statement being declared effective within ninety one hundred twenty (90120) days of the effective date of any registration statement filed pursuant to Section 7.2 of that certain Preferred Stock Purchase Agreement, dated as of August 4, 1987, by and between the Company, Motion Control, Inc. and the investors named therein (the "Preferred Stock Purchase Agreement"). Subject to the foregoing, the Company will use its best efforts to file a registration statement covering the Registrable Securities as soon as practicable after receipt of such request, the registration under request or requests of the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5Initiating Holders. (b) If the 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 include in their request made pursuant to this Section 3.1 4.2 the name, if any, of the underwriter or underwriters that such Initiating Holders would propose, with the consent of the Company (which consent shall not be unreasonably withheld), to employ in connection with the public offering proposed to be made pursuant to the registration requested, and the Company shall include such information in the written notice referred to in sub-clause (i) of Section 3.1(a4.2(a). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4.2 shall be conditioned upon on such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting. The Company shall (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)manner set forth above. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.14.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting registration and underwriting, as determined by the underwriters, shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the Company owned by each Holderunderwriter's marketing limitation shall be included in such registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30following the consummation of an initial public offering of Capital Stock, 2011 or within the Company receives from any one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock optionx) Austin Ventures, stock purchase (y) BT Capital, or similar plan or a SEC Rule 145 transaction)(z) NationsBanc, a written request from the Initiating Holders that the Company file effect a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to 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 with respect to Registrable Securities, the Company will, as expeditiously as possible, notify in writing all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by request and use its diligent best efforts to effect all such registrations (Including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations applicable to the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 applicable governmental agencies 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofauthorities, including the Initiating Holders, in proportion (applicable blue sky or other state securities laws) as nearly may be so requested and as practicable) to would permit or facilitate the amount sale and distribution of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) all or such registrations pursuant to this Section 3.1, provided that if the proposed registration portion of the Registrable Securities pursuant as are specified in such request, together with any Registrable Securities held by other Holders who may desire to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, participate in such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holdersregistration; provided, however, that the Company a Holder's request may not utilize this right more than once in be made within three months following the effectiveness of any twelve registered public offering of Capital Stock or within one hundred twenty (12120) month period; provided further, that days following the Company shall not register Company's receipt of any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such effective request for registration pursuant to this Section 3.1 during the period starting with the date of subparagraph 3(a); and provided, further, that before filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause any such registration statement or any amendments or supplements thereto, the Company will (x) furnish to become effective and further provided, that the Holders of Registrable Securities which are entitled to join be included in such registration copies of all such documents proposed to be filed, which documents will be subject to Section 3.2 the review of such Holders and their counsel, and (other than y) give the Holders of Registrable Securities to be included in such registration statement and their representatives the opportunity to conduct a registration of securities in a transaction under Rule 145 reasonable investigation of the Securities Act or with respect records and business of the Company and to an employee benefit plan)participate in the preparation of any such

Requested Registration. (a) If after 180 days following the date on which the Initial Public Offering has been consummated, the Company shall receive at from any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock optionTJC Stockholders, stock purchase the Penske Stockholders or similar plan or a SEC Rule 145 transactionthe Charlesbank Stockholders (the "Initiating Stockholder(s)"), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holdereffect any registration, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations and conditions hereinafter set forth: (i) promptly give written notice of sub-Section 3.1(b), the proposed registration to all other Stockholders; and (ii) as soon as practicable use its best efforts to effect as soon as practicableregister (including, and in any event within ninety (90) days of the receipt of such requestwithout limitation, the registration under the Securities Act execution of an undertaking to file post-effective amendments and any other governmental requirements) all Registrable Securities Restricted Stock which the Holders Initiating Stockholder(s) request to be registered registered, and all Restricted Stock of other Stockholders who elect to participate in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingregistration, they shall so advise the Company as a part of their request made pursuant to this Section 3.1 and 2.1(b); provided, that the Company shall include such information in the written notice referred to in sub-Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall not 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting file a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of 2.1(a): (A) in any particular state in which the Company stating that would be required to execute a general consent to service of process in effecting such registration; (B) within 360 days following the good faith judgment effective date of the Board any registered offering of the Company's securities to the general public in which the Stockholder of Restricted Stock shall have been able effectively to register all Restricted Stock as to which registration shall have been requested (excluding, in all events, the Initial Public Offering; (C) in any registration which does not either (1) have an aggregate offering price for the shares offered (before deduction of underwriting discounts and expenses of sale) of at least $25,000,000 or (2) cover the offer and sale of a number of shares of Common Stock equal to at least 10% (ten percent) of the total number of shares of Common Stock outstanding at the time that the request is made pursuant to Section 2.1(a) (it being agreed that the determination whether the registration covers at least 10% of such shares shall be made without regard to any over-allotment option of the underwriters); or (D) after the Company has effected, in the case of any demand by any of the Penske Stockholders, the Charlesbank Stockholders or the TJC Stockholders, one such registration requested by each of such collective group of such Stockholders pursuant to this Section 2.1(a) and such registration has been declared or ordered effective and not withdrawn or suspended, it would being understood that each of the Penske Stockholders, the Charlesbank Stockholders and the TJC Stockholders shall be seriously detrimental entitled to a single demand registration under this Section 2.1(a) (such that the Company may be required to effect a maximum of three such registrations pursuant to this Section 2.1(a)), and its shareholders for such that the Senior Manager Stockholders do not have registration rights under this Section 2.1(a). Notwithstanding the foregoing, the Company may delay in filing a registration statement and may withhold efforts to cause a registration statement to be filed and it is therefore essential to defer become effective, if the filing of Company determines in good faith that such registration statement, will (i) materially and adversely interfere with or affect the negotiation or completion of any actual or pending material transaction that is being contemplated by the Company shall have (whether or not a final decision has been made to undertake such transaction) at the time the right to defer delay or withhold efforts is exercised, or (ii) involve initial or continuing disclosure obligations that are not in the best interests of the Company's stockholders. The Company may exercise such filing for a right to delay or withhold efforts not more than once in any period of 12 consecutive months and for not more than ninety (90) days after receipt of days. Notwithstanding anything to the request of the Initiating Holders; providedcontrary that may be contained in this Agreement, however, that if the Company may not utilize this exercises its right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) to delay or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoingwithhold efforts, the Company shall not be obligated use its reasonable best efforts to effecthave the registration statement filed or declared effective, or to take any action to effectas the case may be, any such registration pursuant to this Section 3.1 during at the period starting with the earliest practicable date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable 's reasons for delaying or withholding efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration no longer applicable (but subject to Section 3.2 (other than a registration of securities the time limitation in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit planimmediately preceding sentence).

Requested Registration. (a) If On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a registration statement for the Initial Public Offering. (b) Subject to the conditions set forth in this Section 2.1, if the Company shall receive at any time not earlier than June 30, 2011 or within one after six (16) year months after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), Initial Public Offering a written request from holders of Registrable Securities (for purposes of this Section 2.1, “Holders”) collectively holding at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for with an anticipated aggregate offering price, net price of underwriting discounts and commissions, equal to or exceeding US$5,000,000at least $10,000,000, then the Company shall, within ten twenty (1020) days after of the receipt thereof, give written notice of such request to all Holders and shalland, subject to the limitations of sub-this Section 3.1(b)2.1, use its reasonable 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 which that the Holders request to be registered in a written request given received by the Company within twenty (20) days after of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 10.52.1(b). (bc) 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 3.1 2.1, and the Company shall include such information in the written notice referred to in sub-Section 3.1(a2.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such underwriting by an those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders and approved by Holders; provided, that such selection shall be subject to the Company (except for consent of the Company’s IPO, which underwriter consent shall not be as selected by the Company)unreasonably withheld or delayed. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.1, Section 2.1 if the underwriter Underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) be excluded from such registrations pursuant to this Section 3.1, provided that if the proposed registration of the underwriting unless all other securities are first excluded. Any Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to excluded or withdrawn from such underwriting shall be withdrawn from the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentenceregistration. (d) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) if the Company has previously effected registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; , provided, however, that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period; period and provided further, further that the Company shall not register any securities for the account of itself or any other of its shares stockholder during such twelve ninety (1290) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the day period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act 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 with respect to an employee benefit plana registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Requested Registration. (a) If the Company shall receive from Holders holding in the aggregate more than fifty percent (50%) of the then-outstanding shares of Registrable Securities at any time or times not earlier than June 30, 2011 or within one eighteen (118) year months after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Closing, a written request from the Initiating Holders that the Company file a effect any registration statement under in which the Securities Act covering anticipated aggregate offering price to the registration of Registrable Securities covering public would exceed Ten Million Dollars ($10,000,000)), the Company will: (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, promptly give written notice of such request the proposed registration to all Holders and shall, other Holders; and (ii) subject to the limitations of sub-Section 3.1(b), 1.2(b) use its best efforts to effect as soon as practicablesuch registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in any event within ninety (90) days of the receipt of such request, together with all or such portion of the registration under the Securities Act of all Registrable Securities which the of any Holder or Holders joining in such request to be registered as are specified in a written request given received by the Company within twenty (20) days after the mailing of such written notice by from the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)is mailed or delivered. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 1.2: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) after the Company has initiated two (2) such registrations pursuant to Section 1.2 (a) (counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear all the Registration Expenses relating to such registration except as provided below); (C) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective effective; or (D) if the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.4 hereof. In the event that a withdrawal of a registration by the Holders is based upon material adverse information relating to the Company that is different from the information known to the Initiating Holders requesting registration at the time of their request for registration under this Section 1.2 and further the holders of a majority of the Registrable Securities held by the Initiating Holders with respect to such registration elect not to proceed with such registration, such registration shall not be treated as a counted registration for purposes of this Section 1.2 hereof. (b) Subject to the foregoing clauses (A) through (D) of Section 1.2(a)(ii), the Company shall use commercially reasonable best efforts to effect such a registration of the Registrable Securities so requested as soon as practicable but in any event within one hundred twenty (120) days after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer t he filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing, upon furnishing such certificate, for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided further, that the Company shall not defer its obligation in this manner more than once in any rolling twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders are entitled to join such registration may, subject to Section 3.2 (the provisions of Sections 1.2(d) and 1.12 hereof, include other than a registration of securities in a transaction under Rule 145 of the Securities Act or Company, with respect to which registration rights have been granted and may include securities of the Company being sold for the account of the Company. (c) The right of any Holder to registration pursuant to Section 1.2(a) 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 with respect to such participation and inclusion) to the extent provided herein. Except as otherwise provided herein, a Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. (d) If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.2, then the Company shall provide the Initiating Holders with written notice of such participation and the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an employee benefit planunderwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders, to which the Company has reasonably consented. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the securities of the Company held by individuals or entities other than the selling Holders shall be excluded from such underwriting to the extent so required by such limitation. If, after the exclusion of such shares and securities being sold for the Company's own account, further reductions are still required, the number of shares that may be included in the underwriting shall be allocated to t he selling Holders on a pro rata basis based on the number of Registrable Securities held by all such Holders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) March 21, 2011 1998, or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than at least twenty percent (20%) of the Registrable Securities held by then outstanding (or a lesser percent if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000would exceed $2,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty thirty (2030) days after of the mailing effective date of such notice delivered by the Company in accordance with Section 10.55.5. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from such underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) twelve-month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one after six (16) year months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no not less than twenty thirty percent (2030%) of the Registrable Securities held by then outstanding (or any lesser number of shares if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$commissions would exceed $5,000,000), then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 2.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.54.5. (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 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). In such 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities proposed to be sold by persons other than the Holders are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.12.2, provided that if such registrations have been declared or ordered effective by the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentenceSEC. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; period and provided further, further that the Company shall not register any securities for the account of itself or any other of its shares shareholder during such twelve ninety (1290) month period. A demand right 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 Section 3.1(a) 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 Section 3.1(b) shall not be deemed to have been exercised until such deferred a registration shall have been effectedin which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 2.2 during the period starting with the date of filing of, and ending on a date one hundred and eighty ninety (18090) days after the effective date of, a Company-initiated registrationregistration subject to Section 2.3 below; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further providedeffective. (f) Notwithstanding the foregoing, that the Holders are entitled Company shall not be obligated to join effect, or to take any action to effect, or to take any action to effect, any such registration pursuant to this Section 2.2 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 Section 3.2 (other than a registration of securities service in a transaction such jurisdiction and except as may be required under Rule 145 of the Securities Act or with respect to an employee benefit plan)Act.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) March 31, 2011 1998, or within one (1ii) year three (3) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a an SEC Rule 145 transaction), a written request from the Initiating Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering coveting the registration of Registrable Securities covering the lesser of (iA) no less than twenty at least twenty-five percent (2025%) of the Registrable Securities held by then outstanding (or a lesser percent if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to price would exceed $2,000,000) or exceeding US$5,000,000(B) 250,000 Registrable Securities, then the Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered in a written request given within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 10.55.5. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 participating in such public offering (the "PARTICIPATING HOLDERS") and the underwriter of such Holderoffering) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Participating Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number shares of Registrable Securities that may be included in the underwriting shall be allocated among all Participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Participating Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If If, at any time after the date which is the second anniversary of the Closing Date, the Company shall receive from holders of Series D Registrable Securities or Purchased Shares representing, in the aggregate, at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees least 50% of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transactionSeries D Registrable Securities (which calculation shall include all Series D Registrable Securities then outstanding and all Series D Registrable Securities into which all Purchased Shares then outstanding may be converted), a written request from (which shall specify whether the Initiating Holders distribution will be made by means of an underwriting) that the Company file effect a registration statement under (a "Demand Notice") with respect to all or a part of the Securities Act covering the Series D Registrable Securities, which Demand Notice shall request registration of Registrable Securities covering (i) no not less than twenty percent 1,000,000 shares (20%subject to appropriate adjustments in the event of stock splits or similar events) of the Registrable Securities held by the Initiating Holder, Common Stock or (ii) if for less than twenty percent (20%) registration of the Registrable Securities held by the Initiating Holder then for an Common Stock in connection with a registered offering involving anticipated aggregate offering priceproceeds of at least $50 million, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shallwill, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of use its reasonable best efforts to effect such request, the registration under the Securities Act (which shall be a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act (or a successor provision), if so requested by the Holders of all a majority of the Series D Registrable Securities which specified in the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by Demand Notice and if the Company in accordance with Section 10.5. (bis eligible therefor at such time) If as may be so requested and as would permit or facilitate the Initiating Holders intend to distribute sale and distribution of the Series D Registrable Securities covered by their request by means of an underwriting, they shall so advise as are specified in such request. After the Company as a part of their request made pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 has effected three (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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (23) such registrations pursuant to this Section 3.19.1(a), provided that if the proposed registration of related Registration Statements have been declared effective and the Registrable Securities pursuant to distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence9.1(a). (db) Notwithstanding the foregoingany other provision of this Section 9.1, if the Company shall furnish to Holders requesting a registration statement pursuant who have elected to this Section 3.1exercise their rights under Sections 9.1(a) (each, an "Exercising Holder") a certificate signed by the President or the Chief Executive Officer of the Company stating that the requested registration and offering would require the disclosure of material non-public information and, in the good faith judgment of the Board of Directors of the Company, it such disclosure in a Registration Statement to be filed pursuant to Section 9.1(a) would be seriously detrimental to the Company and its shareholders for such registration statement to be filed stockholders and it is therefore essential desirable and in the best interests of the Company to defer the filing of such registration statementRegistration Statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days time after receipt of the request of the Initiating Holderssuch request; provided, however, that the Company may not utilize this right make such a request more than once twice in any twelve (12) -month period; provided further, that period and the aggregate period of time during which the Company may defer such filing shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedexceed 90 days. (ec) Notwithstanding the foregoing, If the Company shall not be obligated or any stockholder, other than an Exercising Holder, wishes to effect, or to take offer any action to effect, of its securities in connection with any such registration initiated pursuant to this Section 3.1 during 9.1, other than pursuant to any "piggy back" or other similar registration rights granted by the period starting with Company prior to or as of the date of filing ofhereof, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided no such securities may be offered by the Company is actively employing in good faith all reasonable efforts to cause or such registration statement to become effective and further provided, that other stockholder without the consent of the Holders are entitled to join such registration subject to Section 3.2 (other than of a registration of securities in a transaction under Rule 145 majority of the Series D Registrable Securities Act (referred to herein as "Registrable Securities") specified in the Demand Notice related to such offering. (d) In connection with any underwritten offering pursuant to this Section 9.1, Exercising Holders shall have the right to select the underwriter or with respect underwriters, which shall be a nationally recognized investment banking firm or firms reasonably acceptable to an employee benefit plan)the Company.

Requested Registration. (a) If In case the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), from Initiating Holders a written request from the Initiating Holders that the Company file a effect any registration statement under with respect to the Securities Act covering Registrable Securities, the registration of Registrable Securities covering Company will: (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, promptly give written notice of such request the proposed registration, qualification or compliance to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect other Holders; and (ii) as soon as practicable, practicable and in any event within ninety one-hundred twenty (90120) days of the after receipt of such written request, use commercially reasonable efforts to effect such registration (including, without limitation, the registration execution of an undertaking to file post-effective amendments and appropriate qualification under applicable blue sky or other state securities laws) as may be so requested and, except as otherwise specified herein, as would permit or facilitate the Securities Act sale and distribution of all or such portion of such Registrable Securities which as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request to be registered as are specified in a written request given received by the Company within twenty (20) days after receipt of the mailing of such written notice by from the Company; provided, however, that the Company in accordance with Section 10.5. (b) If the Initiating Holders intend shall not be obligated to distribute 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 take any action to effect any such registration pursuant to this Section 3.1 and 1.6: (A) In any particular jurisdiction in which the Company shall include would be required to execute a general consent to service of process in effecting such information in registration or qualification unless the written notice referred Company is already subject to in sub-Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities service in such registration shall jurisdiction and except as may 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved required by the Company Securities Act; (except for B) Prior to six (6) months after the Company’s effective date of an IPO, which underwriter shall be as selected ; (1) If requested by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Series A-1 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of after the Company owned by each Holder. (c) The Company is obligated to effect only has effected two (2) such registrations pursuant to this Section 3.1subparagraph 1.6(a) on behalf of the Series A-1 Initiating Holders, (2) If requested by the Series A-2 Initiating Holders, after the Company has effected three (3) such registrations pursuant to this subparagraph 1.6(a) on behalf of the Series A-2 Initiating Holders, (3) if requested by the Key Investor Deciders, after the Company has effected two (2) such registrations pursuant to this subparagraph 1.6(a) on behalf of the Key Investor Deciders and (4) if requested by any other Initiating Holders, after the Company has effected two (2) such registrations pursuant to this subparagraph 1.6(a) regardless of the requesting Initiating Holder, and, in each such case, such registrations have been declared or ordered effective; (D) During the period starting with the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employed in good faith in all commercially reasonable efforts to cause such registration statement to become effective and provided further that the rights of the Initiating Holders to include Registrable Securities for registration in the Company’s registration shall be governed by Section 1.7 hereof; or (E) If such registration involves securities with an aggregate value less than Five Million Dollars ($5,000,000), as determined by either (a) a good faith determination by the Company or (b) if the proposed securities are traded actively on a nationally recognized securities exchange, the average of the per share price for the five trading days prior to the filing of such a registration of statement. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities pursuant so requested to this Section 3.1 is not consummated for any reason other than due to the action or inaction be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) such registration would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company (the “Board”), such disclosure is reasonably likely to adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or otherwise have a material adverse effect on the Company (a “Valid Business Reason”) and the Board concludes, as a result, that it is essential to defer the filing of such registration shall not be deemed to constitute a registration for purposes of this sentence. statement at such time, and (dii) Notwithstanding the foregoing, if the Company shall furnish to such Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 there exists a Valid Business Reason to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period up to two (2) periods of not more than ninety sixty (9060) days each after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and provided further, that the Company shall not register defer its obligation in this manner more than once in any other of its shares during such twelve (12) month 12)-month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If at any time after one year from the date hereof, the Company shall receive from the Holders of at any time not earlier than June 30, 2011 or within one least forty percent (140%) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), Registrable Securities a written request from the Initiating Holders that the Company file effect a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no with respect to not less than twenty percent (20%) of the Registrable Securities held by Securities, and having an expected aggregate offering price to the Initiating Holder, or (ii) if for public of not less than twenty percent $15,000,000, the Company will, as expeditiously as possible, notify in writing all the Holders of such request and use its diligent best efforts to effect all such registrations (20%including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, including the applicable blue sky or other state securities laws) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request, together with any Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceother Holders who may desire to participate in such registrations; provided, net of underwriting discounts and commissionshowever, equal to that before filing any such registration statement or exceeding US$5,000,000any amendments or supplements thereto, then the Company shallwill (x) furnish to the Holders of Registrable Securities which are to be included in such registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and their counsel, and (y) give the Holders of Registrable Securities to be included in such registration statement and their representatives the opportunity to conduct a reasonable investigation of the records and business of the Company and to participate in the preparation of any such registration statement or any amendments or supplements thereto; provided, further, that the Company shall not be obligated to take any action to effect such registration pursuant to this subparagraph 2(a), (i) after (A) the Company has effected two such registrations pursuant to this subparagraph 2(a) at the request of the Holders and (B) each of such registrations have been declared or ordered effective; (ii) during the ninety (90) day period commencing with the closing date of the Company's initial public offering, or (iii) if it delivers notice to the Holders of the Registerable Securities within ten thirty (1030) days after of any registration request of its intent to file a registration statement for such initial public offering within ninety (90) days. With respect to any registration requested pursuant to this subparagraph 2(a), the receipt thereof, give written notice Company may include in such registration any other shares of such request to all Holders and shallits capital stock, subject to the limitations of sub-Section 3.1(brestrictions set forth in subparagraph 2(c). (b) Subject to subparagraph 2(a) above and the other terms and conditions contained herein, use its best efforts the Company shall file a registration statement covering the Registrable Securities so requested to effect be registered as soon as practicablepractical, and but in any event within ninety (90) days after (i) receipt of the receipt request or requests of such request, the registration under Holders or (ii) the Securities Act of all Registrable Securities date in which the Holders request of Registrable Securities to be registered included in such registration agree, pursuant to subparagraph 2(c), on the terms and conditions of an underwriting, if applicable, as evidenced by its letter of intent describing such terms and conditions, whichever is later; provided, however, that if the Company shall furnish to the Holders a written request given within twenty certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required hereunder and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than ninety (2090) days after within which to file such registration statement (which additional period may be extended to one hundred eighty (180) days if such deferral will materially reduce the mailing expenses of such notice by registration due to the Company elimination of the need for any special audits to be performed in accordance connection with Section 10.5such registration). (bc) 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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubparagraph 2(a). In such event, if so requested in writing by the right of any Holder to include its Registrable Securities Company, the Holders shall negotiate 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 good faith with 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 sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the nationally recognized underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)or

Requested Registration. (a) If the Company shall receive Subject to Section 8(g), at any time not earlier after ---------------------- 180 days following the Company's registered initial public offering of equity securities, upon written request by the Holders of more than June 30, 2011 or within one (1) year after fifty percent of the effective date Registrable Securities outstanding at the time of an IPO (other than a registration statement relating either the request 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 Initiating Holders that the Company file a effect the registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) all or part of the Registrable Securities held by (a "Requested Registration"), the Initiating Holder, or (ii) if for less than twenty percent (20%) Company will use its best efforts to effect the registration under the Securities Act of the Registrable Securities held which the Company has been so requested to register by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, Holders within ten sixty (1060) days after receipt of such request; provided, however, that the Company shall not be obligated to effect a Requested Registration pursuant to this Section 2(a) (A) if such registration may not be effected on Commission Form S-3 (or any successor or similar short-form registration statement), or (B) during the 180 day period immediately following the commencement of a public offering of the Company's equity securities. The Company will not be required to effect more than one Requested Registration under this Section 2(a) in any 12-month period. The Company may include in a Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person if and to the extent the managing underwriter, if any, determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Holders. Upon receipt thereof, of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicableHolders, and all Holders shall be afforded the opportunity to participate in any event within ninety (90) days such request as follows: The Company will be obligated to include in the Requested Registration such number of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders of any Holder joining in such request to be registered as are specified in a written request given within twenty (20) days after by the mailing of such notice Holder received by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) within 20 days after receipt of such written notice from 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; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effectedCompany. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If Subject to the Company shall receive provisions of this Section 3.1(a), if at any time not earlier (x) holders of more than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees 50% of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written shares of Registrable Securities request from the Initiating Holders that the Company (A) file a registration statement under for at least 30% of the Securities Act covering the registration shares of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (iiB) if for less than twenty percent (20%) of effect a registration in which the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceproceeds, net of underwriting discounts and commissions, equal would exceed $10,000,000; or (y) holders of 30% or more of the shares of Series C Preferred Stock request (but not before six months after the effective date of the Company’s first registered public offering of its stock pursuant to or exceeding US$5,000,000, then a firm commitment underwritten offering) that the Company shall(A) file a registration statement for at least 30% of the Common Stock issued upon conversion of the Series C Preferred Stock or (B) effect a registration in which the anticipated aggregate proceeds of which, net of underwriting discounts and commissions, would exceed $10,000,000, the Company will: (i) within ten (10) days after of the receipt thereofby the Company of such notice, give written notice of such request the proposed registration, qualification or compliance to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect other Holders; and (ii) as soon as practicable, practicable and in any event within ninety 60 days, use commercially reasonable efforts to effect such registration, qualification or compliance (90) days of the receipt of such requestincluding, the registration without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities which as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request to be registered as are specified in a written request given received by the Company within twenty (20) 20 days after the mailing date of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for from the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 3.1 during 3.1: (1) Prior to the earlier of June 30, 2006, or the date six months following the effective date of the Company’s first registered public offering of its stock, pursuant to a firm commitment underwritten offering; (2) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (3) During the period starting with the date 60 days prior to the Company’s good faith estimated date of filing of, and ending on a the date one hundred and eighty (180) 180 days after immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the Company-initiated registration; ’s obligation, or with respect to the Company’s first registered public offering of its stock in which case the period shall end on the date six months following the effective date of the registration statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected two such registrations pursuant to Section 3.1(a)(x) or two such registrations pursuant to Section 3.1(a)(y), respectively, it being understood that (x) two or more registration statements filed in response to one request shall be deemed the exercise of one request only and (y) a request shall not have been deemed to be made unless a registration statement is filed and declared effective and further by the Commission for at least 30 days or until all Registrable Securities proposed to be distributed thereunder are so distributed. (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use commercially reasonable efforts to register, qualify or comply under this Section 3.1 shall be deferred for a period not to exceed 120 days from the date of the written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any 12 month period; or (6) If such Holders are entitled propose to join such registration subject dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under the provisions of Section 3.2 3.3 hereof. Subject to the foregoing clauses (other than 1) through (6), the Company shall file a registration of securities in a transaction under Rule 145 statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the Securities Act request or with respect to an employee benefit plan)requests of the Initiating Holders.

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) May 4, 2011 2001 or within one (1ii) year six months after the effective date of an a Qualified IPO (as defined in Article IV, Section 3(b) of the Company's Amended and Restated Certificate of Incorporation) (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 to an SEC Rule 145 transaction), a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering for the registration sale of Registrable Securities covering (i) no less than at least twenty percent (20%) of the such Holder's Registrable Securities held by (or a lesser percentage if the Initiating Holderanticipated gross proceeds of such sale exceed $10,000,000), or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, shall notify within ten (10) days after the of receipt thereof, give written notice in writing, all Holders of Registrable Securities of such request to all Holders request, and shall, subject to the limitations of sub-Section 3.1(b), shall use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, practicable the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty fifteen (2015) days after the mailing from receipt of such notice by the Company in accordance with Section 10.55.6. (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 3.1 2.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 2.2(a). In such 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 sub-Section 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.12.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not after the earlier than June 30of (i) December 20, 2011 2001, or within one (1ii) year six (6) months after the effective date of an IPO the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000Act, then the Company shall, within ten (10) days after of the receipt thereofthereof (in accordance with Section 5.5), give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(bsubsection 3.2(b), use its best efforts to 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 which the Holders request to be registered registered, such requests to be in a written request given writing and to be delivered to the Company within twenty (20) days after the of mailing of such the Company's written notice by the Company in accordance with Section 10.5to Holders. (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 3.1 3.2 and the Company shall include such information in the written notice referred to in sub-Section 3.1(asubsection 3.2(a). In such 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 sub-Section 3.3(esubsection 3.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)Holders. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two one (21) such registrations registration pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.13.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) 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; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 3.2 during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)effective.

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees second anniversary of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Closing Date, a written request from the Initiating Holders that the Company file a effect any registration statement under the Securities Act covering the registration of with respect to Registrable Securities covering (i) no less than twenty representing at least twenty-five percent (2025%) of the Registrable Securities held by (or any lesser percentage if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceprice to the public, net of excluding underwriting discounts and commissions, equal to or exceeding US$5,000,000is at least Ten Million Dollars ($10,000,000)), then the Company shall, will: (i) within ten thirty (1030) days after of the receipt thereofby the Company of such notice, give written notice of such request the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the amount and shall, subject to the limitations intended method of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt distribution of such request, the registration under the Securities Act of all Registrable Securities which the and (ii) invite such other Holders request to be registered join in such requested registration by requiring that such other holders provide a written request given to join in the registration within twenty (20) days after the mailing receipt of such notice written notice); and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.2: (1) After the Company has effected three such registrations pursuant to this Section 3.2(a), and such registrations have been declared or ordered effective; (2) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in accordance process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors, after consultation with outside securities counsel, materially and adversely affect the Company, then the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 10.53.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to cause any Registration Statement required by this Section 3.2 to be filed as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. (b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than the Holders) shall have the right to include any of the Company's securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement. (c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the Initiating investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders intend to distribute of a majority of the Registrable Securities covered by their request by means of which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company. (d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, they as requested by the Initiating Holders, the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)3.2. In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 3.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by an the Company and reasonably acceptable to a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)proposing to distribute their securities through such underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration and Holders of a majority in interest of the Registrable Securities pursuant proposed to this Section 3.1 is not consummated for be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any reason other than due Holder to the action or inaction nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the Holdersterms of the underwriting, such registration shall not be deemed Holder may elect to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish withdraw therefrom by written notice to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company managing underwriter 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company . The Registrable Securities and/or other securities so withdrawn shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not also be deemed to have been exercised until such deferred registration shall have been effectedwithdrawn from registration. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at any time not earlier than June 30, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either to the sale of securities to employees second anniversary of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)Closing Date, a written request from the Initiating Holders that the Company file a effect any registration statement under the Securities Act covering the registration of with respect to Registrable Securities covering (i) no less than twenty representing at least twenty-five percent (2025%) of the Registrable Securities held by (or any lesser percentage if the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering priceprice to the public, net of excluding underwriting discounts and commissions, equal to or exceeding US$5,000,000is at least Ten Million Dollars ($10,000,000)), then the Company shall, will: (i) within ten thirty (1030) days after of the receipt thereofby the Company of such notice, give written notice of such request the proposed registration, qualification or compliance to all other Holders (which notice shall (i) specify the amount and shall, subject to the limitations intended method of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt distribution of such request, the registration under the Securities Act of all Registrable Securities which the and (ii) invite such other Holders request to be registered join in such requested registration by requiring that such other holders provide a written request given to join in the registration within twenty (20) days after the mailing receipt of such notice written notice); and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1: (1) After the Company has effected three such registrations pursuant to this Section 3.2(a), and such registrations have been declared or ordered effective; (2) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that the Company has pending or in accordance process a material transaction or event, the disclosure of which in the good faith judgment of the Board of Directors, after consultation with outside securities counsel, materially and adversely affect the Company, then the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 10.53.2 for up to ninety (90) days; provided, however, that the Company shall at all times in good faith use its best efforts to cause any Registration Statement required by this Section 3.2 to be filed as soon as possible thereafter; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. (b) At the time the Registration Statement required pursuant to this Section 3.2 is declared effective, the Holders shall be named as selling securityholders in the Registration Statement and any related prospectus in such a manner as to permit such Holders to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than the Holders) shall have the right to include any of the Company's securities in the Registration Statement required pursuant to this Section 3.2, if including such other securities in such Registration Statement would delay or otherwise interfere with the filing or effectiveness of such Registration Statement. (c) If a requested registration pursuant to this Section 3.2 involves an underwritten offering, the Initiating investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders intend to distribute of a majority of the Registrable Securities covered by their request by means of which the Company has been requested to register; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company. (d) In the event that a Registration Statement filed pursuant to Section 3.2 is for a registered public offering involving an underwriting, they as requested by the Initiating Holders, the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(a)3.2. In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 3.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 3.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by an the Company and reasonably acceptable to a majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company)proposing to distribute their securities through such underwriting. Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.13.2, if the requested registration statement pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereofthereof in proportion, including the Initiating Holders, in proportion (as nearly as practicable) , to the amount respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration and Holders of a majority in interest of the Registrable Securities pursuant proposed to this Section 3.1 is not consummated for be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any reason other than due Holder to the action or inaction nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the Holdersterms of the underwriting, such registration shall not be deemed Holder may elect to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish withdraw therefrom by written notice to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company managing underwriter 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company . The Registrable Securities and/or other securities so withdrawn shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not also be deemed to have been exercised until such deferred registration shall have been effectedwithdrawn from registration. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (a) If the Company shall receive at from any time not earlier than June 30, 2011 Purchaser or within one (1) year after Purchasers a written request that the effective date of an IPO (other than Company effect a registration statement relating either to for the sale of securities to employees of Restricted Stock, the Company pursuant to a stock optionwill, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, effect such registration as may be so requested and in any event within ninety (90) days as would permit or facilitate the sale and distribution of the receipt of Restricted Stock specified in such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 10.5. (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 3.1 and the Company shall include such information in the written notice referred to in sub-Section 3.1(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 (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during 8.4: (i) Prior to the period starting with earlier of the fifth anniversary of the date hereof or the completion of filing ofthe initial, firm-commitment underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act; (ii) If the request from the Purchaser(s) is for a registration on Form S-1, X-0 xx S-18 (or their equivalents) and the Company has previously effected two such registrations pursuant to this Section 8.4(a); (iii) If the Company has effected any registration pursuant to this Section 8.4(a) within twelve months of such request; (iv) If the aggregate proposed selling price of the Restricted Stock to be included by the Purchaser(s) is less than $1,000,000 in the case of a registration on Form S-1, X-0 xx S-18 or $500,000 in the case of a registration on Form S-3; or (v) If the request from the Purchaser(s) is for registration of a class of securities other than Common Stock, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing has not previously effected a registered public offering of such class of securities. (b) If a Purchaser, in good faith all reasonable efforts to cause such making a valid request for registration statement to become effective and further provided, that the Holders are entitled to join such registration subject pursuant to Section 3.2 8.4(a), intends to distribute the Restricted Stock covered by its request by means of an underwriting, it shall so advise the Company as a part of its request and the Company shall include such information in the written notice referred to in Section 8.4(a) above. The right of the Purchaser to registration pursuant to this Section 8.4 shall be conditioned upon the inclusion of the Purchaser's Restricted Stock in the underwriting. If holders of securities of the Company (other than a holders of Restricted Stock) who are entitled by contract with the Company to have securities included in any registration initiated pursuant to this Section 8.4 (the "Other Shareholders") request such inclusion, the Purchaser(s) shall offer to include the securities of securities such Other Shareholders in a transaction under Rule 145 the underwriting and may condition such offer on their acceptance of the Securities Act further applicable provisions of this Section 8. If the managing underwriter or with respect underwriters of the offering advise the Purchaser(s) in writing that marketing factors require a limitation on the number of shares to an employee benefit plan)be underwritten, the securities of the Company held by the Other Shareholders shall, to the extent necessary, be first excluded from such registration before any shares of Restricted Stock held by the Purchaser(s) are excluded. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in

Requested Registration. (a) If If, between September 30, 1999 and July 1, 2002 the Company receives a written request signed by one or more registered holders of not less than 50% of all of the Subject Securities stating that one or more holders ("Demand Holder" or "Demand Holders") proposes to sell or distribute publicly at least 50% of all of the Subject Securities, the Company shall receive at any time not earlier than June 30use its reasonable best efforts to file, 2011 or within one (1) year after the effective date of an IPO (other than a registration statement relating either and to the sale of securities cause to employees of the Company pursuant to a stock optionbecome effective, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the Subject Securities specified in the written request. However, the Company shall not be required to effect the registration of Registrable Securities covering if (i) no less than twenty percent (20%) the Company has filed previously a registration statement under the Securities Act which became effective within the 12 months prior to receipt of the Registrable Securities held by written request and which was kept current for the Initiating Holder, or period referred to in Section 6; (ii) if for less than twenty percent the Company could be required to undergo a special interim audit in order to comply with the request (20%) unless the Demand Holders execute an undertaking, reasonably satisfactory to the Company, to pay all fees and expenses of the Registrable special interim audit); (iii) the Demand Holders could sell publicly under Rule 144 promulgated under the Securities held by Act the Initiating Holder then number of securities the holders propose to have registered; or (iv) in the opinion of counsel for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of sub-Section 3.1(b), use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such requestCompany, the securities may be publicly sold without registration under the Securities Act of all Registrable Securities which the Holders request to be registered in a written request given within twenty (20) days after the mailing of such notice by or the Company in accordance with Section 10.5is then prohibited under the Securities Act from registering such shares. (b) If The Company shall be entitled to postpone, for a period of time not to exceed 120 days from the Initiating Holders intend date it receives the written request pursuant to distribute Section 5(a), the Registrable Securities covered filing of any registration statement otherwise required to be prepared and filed by their request by means of an underwritingit, they shall so advise if, at the time it receives the request, the Company as a part determines, in its sole discretion, that the registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction involving the Company or any of their request made pursuant to this Section 3.1 its affiliates and gives any Demand Holder requesting registration written notice of its determination. If the Company shall include such information in postpone the written notice referred to in sub-Section 3.1(a). In such eventfiling of a registration statement, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Demand 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 , within 60 days after receipt of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting notice of postponement, shall (together with the Company as provided in sub-Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by an majority in interest of the Initiating Holders and approved by the Company (except for the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders notify in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities Treasurer of the Company owned if such holder has determined to withdraw such request for registration. In the event the Demand Holder does not withdraw such request for registration, the Company shall file a registration statement by each Holderthe later of (i) the date to which the Company determined to postpone the filing of the registration statement or (ii) 90 days from the latest date on which a Demand Holder advises the Treasurer of the Company that such holder has determined not to withdraw his request for registration. (c) The Company is obligated to effect only two (2) such registrations pursuant to registration right provided in this Section 3.15 is a one-time right that, provided that if subject to the proposed registration provisions of this Section 5, may only be exercised once, and may only be exercised by the registered holder or holders of not less than 50% of all of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentenceSubject Securities. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company 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 such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)

Requested Registration. (ai) If the Company shall receive at any time not earlier than June 30receive from Warburg, 2011 or within one Tevecap and/or the Lins Family (1the "Requesting Stockholder(s)") year after a written request that the effective date of an IPO (other than Company effect a registration statement relating either with respect to all or a part of the sale Registrable Shares owned by such Requesting Stockholder(s), and such Requesting Stockholder(s) owns any amount of securities to employees shares of Common Stock of the Company pursuant to a stock optionat such time, stock purchase or similar plan or a SEC Rule 145 transaction), a the Company shall: (A) within 5 days of receipt of the written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering (i) no less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder, or (ii) if for less than twenty percent (20%) of the Registrable Securities held by the Initiating Holder then for an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or exceeding US$5,000,000, then the Company shall, within ten (10) days after the receipt thereofsuch Requesting Stockholder(s), give written notice of such request the proposed registration to all Holders and shall, subject to other holders of Registrable Shares (the limitations of sub-Section 3.1(b"Holders"), use its best efforts to effect ; and (B) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of a 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 Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in any event within ninety (90) days of the receipt of such request, together with all or such portion of the registration under the Securities Act Registrable Shares of all Registrable Securities which the any Holder or Holders joining in such request to be registered as are specified in a written request given within twenty (20) days after the mailing of such notice received by the Company within 10 business days after written notice from the Company is given pursuant to Section 1(a)(i)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 1(a) other than the following registrations (each, a "Required Registration"): (i) two (2) such registrations requested by Warburg; (ii) two (2) such registrations requested by Tevecap; and (iii) two (2) such registrations requested by the Lins Family. The registration statement filed pursuant to the request of the Requesting Stockholder(s) may, subject to the provisions of Section 1(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in accordance with Section 10.5any such registration (the "Other Stockholders"), but the Company shall have no absolute right to include any of its securities in any such registration. (bii) If the Initiating Holders Requesting Stockholder(s) intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, they such Requesting Stockholder(s) shall so advise the Company as a part of their request made pursuant to Section 1(a). If officers or directors of the Company holding Common Stock of the Company shall request inclusion in any registration pursuant to Section 1(a), or if the Other Stockholders request such inclusion, the Requesting Stockholder(s) shall offer to include the securities of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3.1 l. The Holders whose shares are to be included in such registration and the Company shall include such information in the written notice referred to in sub-Section 3.1(a). In such event(together with all officers, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting directors 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 Other Stockholders proposing to distribute their securities through such underwriting shall (together with the Company as provided in sub-Section 3.3(e)underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by an the Requesting Stockholder(s) owning a majority in interest of the Initiating Holders Registrable Shares to be included in such Registration Statement and approved by the Company (except for reasonably acceptable to the Company’s IPO, which underwriter shall be as selected by the Company). Subject to Section 3.1(a) but notwithstanding Notwithstanding any other provision of this Section 3.11(a), if the representative of the underwriter or underwriters advises the Initiating Holders Requesting Stockholder(s) in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders securities of the Company held by officers or directors of the Company and the securities held by Other Stockholders shall be excluded from such registration to the extent so advise all Holders required by such limitation. If, after the exclusion of such shares further reductions are still required, the number of shares included in the registration by each Holder (subject to the second succeeding sentence) shall be reduced on a pro rata basis (based on the number of shares requested by such Holder to be included in such registration), by such minimum number of shares as is necessary to comply with such request. If, after the exclusion of such shares further reductions are still required, the number of shares included in the registration by each Requesting Stockholder shall be reduced on a pro rata basis (based on the number of shares requested by such Requesting Stockholder(s) to be included in such registration), by such minimum number of shares as is necessary to comply with such request (the "Requesting Stockholder Reduction"). To the extent Warburg, Tevecap or the Lins Family are not the Requesting Stockholder, they may elect to be treated as such upon written notice to the Company for purposes of the preceding sentence by electing to treat the registration hereunder as a Required Registration (subject to the limitations in Section l(a)(i)(B)). No Registrable Securities which would otherwise Shares or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be underwritten pursuant heretoincluded in such registration. If any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Requesting Stockholder(s). The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities that Shares or other securities to be underwritten, the Company may be include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in the such registration and underwriting shall will not thereby be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holderlimited. (c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 3.1, provided that if the proposed registration of the Registrable Securities pursuant to this Section 3.1 is not consummated for any reason other than due to the action or inaction of the Holders, such registration shall not be deemed to constitute a registration for purposes of this sentence. (diii) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, the Requesting Stockholder(s) a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; Requesting Stockholder(s), provided, however, that the Company may not utilize this right more than once in any twelve (12) 12 month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right under Section 3.1(a) or Section 3.1(b) shall not be deemed to have been exercised until such deferred registration shall have been effected. (e) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3.1 during the period starting with the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration; provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided, that the Holders are entitled to join such registration subject to Section 3.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)