Common use of Requests for Registration Clause in Contracts

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from following the date first anniversary of this Agreement the Initiating Holders Closing Date, CDR Investor may request in writing, on behalf of CDR Investor Group, that the Company effect the registration under the Securities Act of all or any part of their the Registrable SecuritiesSecurities held by CDR Investor Group (a “Registration Request”), provided that, prior to the second anniversary of the Closing Date, the number of shares of Common Stock to be sold by CDR Investor Group pursuant to a Registration Request shall be limited to an amount that will not cause the CDR Percentage Interest to be less than 35%. Within ten At any time following the 180th day after the Closing Date, the Family Group Representative may make a Registration Request on behalf of the Family Group, provided that the number of shares of Common Stock to be sold by the Family Group pursuant to such Registration Request (10i) days shall equal 50% of the Initial Family Group Shares if such Registration Request is made prior to the first anniversary of the Closing Date, and (ii) shall equal at least 50% of the Initial Family Group Shares if such Registration Request is made following the first anniversary of the Closing Date, and, provided further, that such sale shall not be prohibited under the Support Agreement. Promptly after its receipt of any such requestRegistration Request, the Company will give written notice of such requested registration request to all other Holders Stockholders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities and that have been requested to be registered in the Registration Request or by any other stockholder having registration rights which entitle it Stockholders by written notice to participate in the Company given within fifteen Business Days after the date the Company has given such registrationStockholders notice of the Registration Request. The Company will include pay all Registration Expenses incurred in such connection with any registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a2.1. Any registration requested by CDR Investor or by the Family Group Representative pursuant to Section 2.1(a) are or 2.1(c) is referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count in this Agreement as a “Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Registration”.

Requests for Registration. At Subject to the limits set forth in this Agreement, including, without limitation, the restrictions set forth in Section 4 hereof, at any time after one hundred twenty an IPO, the Institutional Investors shall have the right, by delivering a written notice to the Company (120) days from a “Demand Notice”), to require the date Company to register, pursuant to the terms herein and in accordance with the provisions of this Agreement the Initiating Holders may request registration under the Securities Act Act, the offer and sale of all or part the number of their Registrable SecuritiesSecurities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Within ten (10) days after receipt by the Company of any such requesta Demand Notice, the Company will shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registrationHolders. The Company will shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which it has received the Company receives written requests for inclusion therein within fifteen ten (1510) days after such Notice is given by the Company to Holders. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days after receipt of the Company's notice. The Company such Demand Notice, and shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective under the registration Securities Act as promptly as practicable after the filing thereof. Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations that constitute Shelf Registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the Registrable Securities and effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the sale effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such registration as promptly as Registration Statement is practicable. Such cooperation shall includesubject to a stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company at road shows shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of effective date thereof or such shorter period in which all Registrable Securities will be entitled to request one Demand included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be $100,000required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

Requests for Registration. At any time after one hundred twenty (120) days from four years after the date of this Agreement Agreement, the Initiating Holders Purchaser may request registration demand that the Company register all or part of the Registrable Securities (as defined below) under the Securities Act of all (a “Demand Registration”) on Forms S-1 or part of their Registrable SecuritiesS-3 (or similar forms then in effect) (each, a “Registration Statement”) promulgated by the SEC under the Securities Act. Within ten (10) days after receipt of any such requesta demand, the Company will give written notice of such requested registration to shall notify in writing all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it of the demand. Any holder who wants to participate include his, her, or its Registrable Securities in such registrationthe Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. The Except as provided in this Section 5, the Company will shall include in such registration all Demand Registrations all Registrable Securities with respect for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 5.1(a) must specify the number of Registrable Securities to be registered (which it has received written requests for inclusion therein within fifteen (15) days after receipt may not be less than one third of the Company's noticeRegistrable Securities) and the intended method of disposing of the Registrable Securities. The Company shall cause its management to cooperate fully prepare and to use its best efforts to support file with (or confidentially submit to) the registration SEC a Registration Statement covering all of the Registrable Securities and that the sale of the Registrable Securities holders thereof have requested to be included pursuant to such registration Demand Registration within 90 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter, subject to compliance with review by the SEC. Once a Registration Statement is practicabledeclared effective by the SEC, the Company shall maintain its effectiveness for at least one hundred 120 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn). Such cooperation The Company shall include, but not be limited toobligated to effect, management's attendance or to take any action to effect, a registration pursuant to any demand notice in accordance with this Section 5.1(a) after the Company has filed with the SEC three Registration Statements (counting for these purposes only registrations which have been declared or ordered effective). For purposes of this Agreement, the term “Registrable Securities” means (i) the Shares, and reasonable presentations in respect (ii) any Common Stock of the Company at road shows issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsto, or in exchange for or in replacement of, any Shares." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to Sections 1.2(b) and 1.2(e) below, the Purchasers holding at least 33% of the Registrable Securities (the "Initiating Holders") may at any time after one hundred twenty the completion of the Effective Period or if the Required Registration Statement has not been effective for more than ninety (12090) days from the date of immediately preceding any request under this Agreement the Initiating Holders may Section 1.2(a), request registration under the Securities Act of all or part of their Registrable Securities on Form X-0, Xxxx X-0 or any successor form of registration, or, if available, on Form S-3 or any successor form of registration; provided that the Initiating Holders (together with all other holders of Registrable Securities to be included in such registration) propose to sell Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of the lesser of (i) $1,000,000 or (ii) the remaining Registrable Securities. Each such registration request shall specify the number of Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company the provisions hereof, will include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the A registration of the Registrable Securities and the sale of the Registrable Securities requested pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a1.2(a) are referred to herein as a "Demand RegistrationsRegistration." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000."

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty ninety (6090) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty ninety (6090) day period that the Demand Registration has not been filed; providedPROVIDED, howeverHOWEVER, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000."

Requests for Registration. At Effective upon the second anniversary of the Closing (as defined in the Purchase Agreement), until expiration of such rights as set forth in Section 13 hereof, any Holder or Holders who collectively hold Registrable Securities representing at least 50% of the Registrable Securities then outstanding shall have the right at any time after one hundred twenty (120) days and from the date of this Agreement the Initiating Holders may time to time, to request registration under the Securities Act of all a minimum of 500,000 shares of Common Stock (as adjusted for any combinations, consolidations, splits, stock distributions, stock dividends or part other recapitalizations with respect to such shares) on Form X-0, X-0 or S-3 (if available) or any similar registration statement (a "Demand Registration"), such form to be selected by the Company as appropriate. The request for the Demand Registration shall specify the approximate number of their Registrable SecuritiesSecurities requested to be registered. Within ten (10) 20 days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registrationSecurities. The Company will shall include such other Holders' Registrable Securities in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein offering if they have responded affirmatively within fifteen (15) 20 days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations Holders in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities aggregate will be entitled to request only one Demand Registration hereunder, unless any Registrable Securities are issued upon conversion of the Note, in which case the Holders in aggregate will be entitled to request two Demand Registrations hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty effective and has been effective for 180 days (60) days of the date of the Company's written notice to the Holders of or until such lesser time as all Registrable SecuritiesSecurities included therein shall have been sold thereunder), then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the unless such Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable become effective due solely to the fault of the Holders hereunder requesting such registration, including a request by such Holders that such registration be withdrawn, unless the Holders have paid the Registration Expenses pursuant to the provisions of Section 4(b) hereof. The Company shall be $100,000pay all Registration Expenses in connection therewith. The Holders whose Registrable Securities are included therein shall pay all Selling Expenses in connection therewith.

Requests for Registration. At Subject to the limitation and restrictions set forth below, on any time six occasions after one hundred twenty the fifth anniversary of the Closing, the holders of at least fifteen (12015%) days from percent of the date Registrable Securities (hereinafter, the "Demanding Holders") may make a written request of this Agreement the Initiating Holders may request Company for registration with the Commission under the Securities Act of all or part any portion of their Registrable Securities (hereinafter, a "Demand Registration"); PROVIDED, HOWEVER, that to the extent any Stockholder is a Demanding Holder with respect to any of its Registrable Securities on any two of the six occasions permitted hereunder, such Stockholder shall not be permitted to request additional Demand Registrations (whether or not such Stockholder holds at such time in excess of 15% of the Registrable Securities), and the Registrable Securities of such Stockholder shall not be included for purposes of determining the requisite 15% threshold set forth above only in connection with any subsequent Demand Registration requested by the other Stockholders. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The Company shall cause its management Unless a registration is withdrawn pursuant to cooperate fully and to use its best efforts to support the registration request of the Registrable Securities and Demanding Holders for any reason other than a material adverse change in the sale Company or unfavorable conditions in the capital markets, a registration shall not be counted as one of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(apermitted Demand Registrations (i) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should , and (ii) unless the Demand Registration not be filed by the Company within sixty (60) days requesting party or parties are able to register and sell at least 75% of the date of the Company's written notice Registrable Securities requested to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000included in such registration.

Requests for Registration. At Subject to the limits set forth in this Agreement, including, without limitation, the restrictions set forth in Section 4 hereof, at any time after one hundred twenty an IPO, the Institutional Investors shall have the right, by delivering a written notice to the Company (120) days from a “Demand Notice”), to require the date Company to register, pursuant to the terms herein and in accordance with the provisions of this Agreement the Initiating Holders may request registration under the Securities Act Act, the offer and sale of all or part the number of their Registrable SecuritiesSecurities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Within ten (10) days after receipt by the Company of any such requesta Demand Notice, the Company will shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders and shall, subject to the provisions of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(b) hereof, include in such registration all Registrable Securities with respect to which it has received the Company receives written requests for inclusion therein within fifteen ten (1510) days after such Notice is given by the Company to Holders. Following receipt of a Demand Notice for a Demand Registration, the Company's notice. The Company shall cause its management to cooperate fully and to use its reasonable best efforts to support file a Registration Statement as promptly as practicable, but not later than thirty (30) days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the registration Securities Act as promptly as practicable after the filing thereof. Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations that constitute Shelf Registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the Registrable Securities and effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the sale effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such registration as promptly as Registration Statement is practicable. Such cooperation shall includesubject to a stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company at road shows shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of effective date thereof or such shorter period in which all Registrable Securities will be entitled to request one Demand included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be $100,000required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

Requests for Registration. At any time after one hundred twenty (120) days from After January 1, 2004, the date Holder of this Agreement the Initiating Holders may Registrable Securities will be entitled to request registration under the Securities Act of all or any part of their the Registrable Securities on Form S-1 (or any successor to such form) (a "Demand Registration") provided that the Company shall not be obligated to effect more than one (1) registration of the Registrable Securities, whether by demand registration, piggy-back registration or otherwise. The Company shall use its best efforts to cause such Registrable Securities to be registered under the Securities Act; provided that the Company shall have the right to delay such registration under certain circumstances for one period not in excess of one hundred twenty (120) days in any twelve (12) month period and shall not be obligated to effect a registration: (i) during the one hundred eighty (180) day period commencing on the date of the Company's next public offering; or (ii) if the Company delivers notice to the Holders within thirty (30) days of any registration request of its intent to file a registration statement for such initial public offering within ninety (90) days. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all any other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registrationSecurities. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen thirty (1530) days after receipt of the Company's noticenotice subject to the limitations set forth herein. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement the Initiating Holders Effectiveness Date Hunter may request registration under the Securities Act of all or part of their its Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations The registration requested under this Section 5.2(a5(a) are is referred to herein as "Demand RegistrationsRegistration." The Holders of Registrable Securities Hunter will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) _____________ per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Holders Agreement, each Holder may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any other appropriate long-form registration form under the Securities Act in connection with an underwritten offering, provided that such request must relate to Registrable Securities with a market value of at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Within ten (10) seven days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The ; provided that the Company shall cause its management provide notice of the Demand Registration to cooperate fully and all other Holders prior to use its best efforts to support the non-confidential filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering Demand Registration. Each Holder agrees that (1) such notice constitutes MNPI and that it will not engage in any transaction in any securities of Registrable Securities. All registrations requested under this Section 5.2(athe Company until such notice and the information contained therein ceases to constitute MNPI and (2) are referred to herein such Holder shall treat as "Demand Registrations." The Holders confidential the receipt of Registrable Securities will be entitled to request one the notice of Demand Registration hereunder. A registration will and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty thirty (12030) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE FIVE THOUSAND DOLLARS ($2335,000) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000become effective.

Requests for Registration. At any time after one hundred twenty (120) days from four years after the date of this Agreement Agreement, the Initiating Holders Purchaser may request registration demand that the Company register all or part of the Registrable Securities (as defined below) under the Securities Act of all (a “Demand Registration”) on Forms S-1 or part of their Registrable SecuritiesS-3 (or similar forms then in effect) (each, a “Registration Statement”) promulgated by the SEC under the Securities Act. Within ten (10) days after receipt of any such requesta demand, the Company will give written notice of such requested registration to shall notify in writing all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it of the demand. Any holder who wants to participate include his, her, or its Registrable Securities in such registrationthe Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. The Except as provided in this Section 5, the Company will shall include in such registration all Demand Registrations all Registrable Securities with respect for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 5.1(a) must specify the number of Registrable Securities to be registered (which it has received written requests for inclusion therein within fifteen (15) days after receipt may not be less than one third of the Company's noticeRegistrable Securities) and the intended method of disposing of the Registrable Securities. The Company shall cause its management to cooperate fully prepare and to use its best efforts to support file with (or confidentially submit to) the registration SEC a Registration Statement covering all of the Registrable Securities and that the sale of the Registrable Securities holders thereof have requested to be included pursuant to such registration Demand Registration within 90 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter, subject to compliance with review by the SEC. Once a Registration Statement is practicabledeclared effective by the SEC, the Company shall maintain its effectiveness for at least one hundred 120 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn). Such cooperation The Company shall include, but not be limited toobligated to affect, management's attendance or to take any action to affect, a registration pursuant to any demand notice in accordance with this Section 5.1(a) after the Company has filed with the SEC three Registration Statements (counting for these purposes only registrations which have been declared or ordered effective). For purposes of this Agreement, the term “Registrable Securities” means (i) the Shares, and reasonable presentations in respect (ii) any Common Stock of the Company at road shows issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsto, or in exchange for or in replacement of, any Shares." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.