Common use of Required Registration Clause in Contracts

Required Registration. (a) Any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time On two (2) occasions after the date that is the earlier of (i) twelve (12) months following a Qualified Public Offering Monday, July 19, 2010, and (ii) the date that is four one hundred eighty (4180) years days after the date consummation of this Agreementthe initial Public Offering, the holders Holders of at least 66-2/3% a majority of the shares of Preferred Stock Registrable Securities then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request require the Company to register such Holders’ Registrable Securities under the Securities Act Act. Such Holders shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale of all or any portion of the shares Registrable Securities, and within ten (10) days of the receipt after such notice, the Company will so notify all Holders of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Securities. (b) Following receipt Upon written request of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders Holder given within thirty (30) days after the giving receipt by such Holder from the Company of such notice by notification, the Company). The Company shall be obligated will use its best efforts to register cause all or any part of the Registrable Securities pursuant that may be requested by any Holder thereof (including the Holders giving the initial notice of intent to this Section 4 on two offer (2each an “Initiating Holder” and collectively the “Initiating Holders”)) occasions onlyto be registered under the Securities Act as expeditiously as possible; provided, however, that the Company shall not be obligated to effect any such obligation registration pursuant to this Section 2.2 unless the proposed aggregate dollar amount of the offering (valued at the high end of a proposed offering range) of the Registrable Securities requested to be included is at least $10,000,000. (c) Notwithstanding anything contained in this Section 2.2 or Section 2.3 to the contrary, if the Company furnishes to the Holders requesting any registration pursuant to such sections a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of a registration statement, then the Company shall be deemed satisfied only when (i) have the right to defer the filing of a registration statement covering all shares with respect to such offering for a period of not more than one hundred and eighty (or 180) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such lesser number as permitted by Section 4(dright more than once in any twelve-month period. (d) below) of If the Initiating Holders intend to distribute the Registrable Securities specified covered by their request by means of an underwriting, they shall so advise the Company as part of their request and the Company shall include such information in notices received as aforesaid the written notice referred to above. (e) The underwriter shall be selected by a majority in interest of the Initiating Holders and not subsequently withdrawn) for sale shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his, her or its Registrable Securities in accordance such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the method underwriters selected for such underwriting. (f) Notwithstanding the foregoing, if the managing underwriter shall impose a limitation on the number of disposition specified by the requesting holders shall have become effective and remain effective for the period shares of distribution contemplated thereby (unless such requesting holders request that Common Stock included in any such registration statement be withdrawnbecause, in which case such obligation of underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be deemed satisfied unless obligated to include in such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), with respect to the Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) where such registration statement has become effectiveHolder’s Ownership Percentage; provided, if however, that the number of Registrable Securities to be included in such method of disposition is a firm commitment underwritten public offeringunderwriting shall not be reduced unless all other securities other than the Registrable Securities are first entirely excluded from the underwriting. (g) Notwithstanding the foregoing, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 42.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) during the period within ninety ending on a date one hundred eighty (90180) days after the effective date consummation of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3initial Public Offering; or (iii) during the period if within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold receipt by the Company and any other parties including shares for sale in of the Holders’ initial notice of intent to offer, the Company furnishes to such Holders requesting registration have been excluded, in such manner that a certificate signed by the shares to be sold shall be allocated among President of the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of Company stating the Company’s obligation intent to register shares under this Section provided that such file a registration includes at least 40% of statement for the shares of Registrable Securities so requested to be included by initial Public Offering within the requesting holdersfollowing ninety (90) days.

Required Registration. (a) Any At any time after the earlier of date which is six (i) twelve (126) months following a Qualified Public Offering and (ii) the date that is four (4) years after from the date of this Agreement, any two (2) of the three (3) holders of at least 66-2/3% of the shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or acting together as a combination thereof) group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be constitute at least 20the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by such requesting holder or the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (or a lesser percentage if 50%) of the anticipated gross receipts from the offering would exceed $40,000,000)shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its all reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (or such lesser number as permitted by Section 4(dii) below) 75% of Registrable Securities the shares of Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration effect pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any If the Company shall receive from First Reserve, at any time after the earlier of six (i) twelve (126) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% consummation of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or Company’s Initial Public Offering, a combination thereof) may written request that the Company file a registration statement with respect to register under the Securities Act all or any portion of the shares of First Reserve’s Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; providedShares, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter of the receipt thereof, give written notice of such request to request all Stockholders, and subject to the Company to include in the requested registration all or any portion limitations of their shares of Registrable Securities. The Company shall this Section 4.1, use its commercially reasonable best efforts to register effect, as soon as reasonably practicable, the registration under the Securities ActAct of the sale of all Registrable Shares that the Stockholder request to be registered, for public sale in accordance with the method of disposition described in paragraph (a) above, pro rata based upon the number of shares Registrable Shares owned by each such Stockholder requesting inclusion at the time of Registrable Securities specified such registration. Notwithstanding anything to the contrary in such notice (and in all notices received by this Agreement, First Reserve may request that the Company from other holders within thirty (30) days after register the giving sale of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 Shares on two an appropriate form, including a Shelf Registration Statement (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number so long as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (iiis eligible to use Form S-3) where such registration statement has become effectiveand, if such method of disposition the Company is a firm commitment underwritten public offeringWKSI, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option)an Automatic Shelf Registration Statement. The Company shall not be obligated to effect, or to take any action to effecteffect any such registration: (i) after it has effected six (6) such registrations pursuant to this Section 4.1, any and such registrations have been declared or ordered effective; (ii) within six (6) months of a registration pursuant to this Section 4: 4.1 that has been declared or ordered effective; (iiii) during the period within ninety starting with the date sixty (9060) days prior to its good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to Section 4 a stock option, stock purchase or Section 6 hereofsimilar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) where the anticipated aggregate offering price of all securities included in such offering is equal to or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5less than fifty million dollars ($50,000,000); or (iiv) if the shares Company shall furnish to such Stockholders a certificate signed by the President of Registrable Securities 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 equity holders for such registration statement to be registered may filed at the time filing would be immediately registered on Form S-3; or required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (iii120) during days after receipt of the period within request of the Stockholders, provided that the Company shall not defer its obligation in this manner more than once in any twelve (12) months after the closing of an initial public offering of Common Stock by the Companymonth period. (cb) The Company shall be entitled to include in At any time before the registration statement referred to in this Section 4 shares of Common Stock to be sold by covering such Registrable Shares becomes effective, First Reserve may request the Company for its own accountto withdraw or not to file the registration statement. In that event, except unless such request of withdrawal was caused by, or made in response to, in each case as and determined by First Reserve in good faith (i) a material adverse effect or a similar event related to the extent thatbusiness, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by First Reserve at the time their request was made, or other material facts not known to First Reserve at the time their request was made, or (ii) a material adverse change in the opinion of the managing underwriterfinancial markets, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after deemed to have used one of their registration rights under Section 4.1(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to Section 4.1(a) if the Company shall have been reimbursed (in the absence of any shares agreement to be sold the contrary, pro rata by First Reserve) for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration. (c) To the extent an automatic shelf registration statement has been filed under Section 4.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities that remain unsold. If at any other parties including shares for sale in time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective. (d) If, after it has become effective, (i) such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the Registrable Shares covered by such registration statement have been excludedsold pursuant thereto), in (ii) such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities registration requested pursuant to an underwritten Section 4.1(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration under this Section 4 is reduced pursuant to this Section 4(d)are not satisfied or waived, other than by reason of some act or omission by First Reserve, such registration shall still not count towards satisfaction of the Company’s obligation as a requested registration pursuant to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders4.1(a).

Required Registration. (a) Any Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) twelve (12) months following a Qualified Public Offering July 31, 2006 and (ii) the date that is four six (46) years months after the first public offering after the date hereof of this Agreementsecurities by the Company, the holders of at least 66-2/3Restricted Stock constituting more than 50% of the total number of shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all shares of Preferred Stock held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be at least 20% entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such requesting holder underwritten public offering. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect a registration (i) during the 180 day period commencing with the effective date of a registration statement filed by the Company covering the first firm commitment underwritten public offering after the date hereof or holders (or a lesser percentage ii) if the anticipated gross receipts from Company delivers notice to the holders of the Restricted Stock within thirty (30) days of any registration request of the Company’s intent to file a registration statement for an underwritten public offering would exceed $40,000,000)within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) three occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h4(a) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such completion of the period of distribution of the registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingcontemplated thereby. (d) If If, in the opinion of the managing underwriter underwriter, the inclusion of all of the Registrable Securities Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be sold by requesting holders of Registrable Securities pursuant allocated to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction each stockholder of the Company’s obligation to register Company on a pro rata basis based on the total number of shares under this Section provided that held by such registration includes at least 40% of the shares of Registrable Securities so holder and requested to be included by in the requesting holdersregistration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) three years after from the date of this AgreementRegistration Rights Agreement or six months after the closing of a public offering of Common Stock pursuant to an effective registration statement, the holders of Registrable Shares constituting at least 66-2/335% in interest of the shares total number of Preferred Stock Registrable Shares then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Shares held by such requesting holder or holders for sale in the manner specified in such notice; provided. Notwithstanding anything to the contrary contained herein, however, that no request may be made under this Section 3 within 180 days after the shares effective date of Registrable Securities for which any registration has been requested shall be at least 20% of statement on Form S-1 filed by the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Company. (b) Following receipt of any notice under this Section 43, the Company shall, within twenty (20) days of receipt thereof, shall promptly notify all holders of Registrable Securities and Preferred Stock Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesShares. The Company shall use its commercially reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Shares specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Shares pursuant to this Section 4 3 on two occasions only (2) occasions onlyexcept for on Form S-3 or any equivalent successor form); provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Shares specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where or if such registration statement has become effectivebeen withdrawn prior to the consummation of the offering at the request of the holders of a majority of the Registrable Shares included in such registration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ ' over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 3 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Shares to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 3 until thirty (30) days after the date such completion of the period of distribution of the registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingcontemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities Shares requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities Shares, if any, shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting selling holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersShares.

Required Registration. If the Company shall be requested, in writing, by the holders of a majority of the Common Stock Equivalents then held by the JWC Holders (aor the JWC Representative) Any time after to effect a registration statement under the earlier Securities Act of Registrable Securities, the Company shall promptly (i) twelve (12) months following a Qualified Public Offering give written notice of the proposed registration to all other Stockholders and (ii) use its best efforts to effect the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register registration under the Securities Act all or any portion of the shares of Registrable Securities held which the Company has been so requested to register by such requesting holder or holders for sale the JWC Holders and by other Stockholders in a written request received by the manner Company within 10 Business Days after the giving of the written notice specified in such noticeclause (i) above; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts not be obligated to register effect any registration under the Securities Act, for public sale Act except in accordance with the method of disposition described in paragraph following provisions: (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effectuse its best efforts to file and cause to become effective any registration statement during any period in which any other registration statement (other than on Forms S-4, F-4 or S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to take which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (b) The Company may delay the filing or effectiveness of any action registration statement for a period of up to effect, any 90 days after the date of a request for registration pursuant to this Section 4: 3.2 if at the time of such request (i) during the period Company is engaged, or has fixed plans to engage within ninety (90) 90 days after the effective date of such request, in a registration pursuant to Section 4 or Section 6 hereof, or firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Securities shall have been entitled to join may include Registrable Securities pursuant to Section 5; 3.3 or (ii) a Material Transaction exists, provided that the Company may only so delay the filing or effectiveness of its registration statements (if the shares of Registrable Securities any) once pursuant to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythis Section 3.2(b). (c) The With respect to any registration pursuant to this Section 3.2, the Company shall be entitled to may include in such registration any registration statement referred to in this Section 4 shares Primary Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of Common Stock all Registrable Securities and Primary Shares proposed to be sold by included in such registration would interfere with the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the successful marketing (including pricing) of the Registrable Securities proposed to be sold. Subject to Section 14(h) and except for registration statements on Form X-0included in such registration, X-0 or any successor thereto, then the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that number of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities and Primary Shares proposed to be included in an underwritten such registration shall be conditioned upon such holder’s participation included in the following order: (i) first, the Registrable Securities requested to be included in such underwriting and registration (or, if necessary, such Registrable Securities pro rata among the inclusion Holders of such holder’s Registrable Securities based upon the number of Registrable Securities requested to be included in such registration); and (ii) second, the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingPrimary Shares. (d) If in the opinion method of disposition requested by the managing underwriter the inclusion of all holders pursuant to this Section 3.2 is an underwritten public offering, Stockholders holding a majority of the Registrable Securities requested to be registered under this Section 4 would adversely affect shall have the marketing right to designate the managing underwriter of such sharesoffering, shares subject to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction consent of the Company’s obligation to register shares under this Section provided that such , which consent shall not be unreasonably withheld. (e) At any time before the registration includes at least 40% statement covering Registrable Securities becomes effective, the Stockholders holding a majority of the shares of Registrable Securities so requested to be included by registered may request the requesting holdersCompany to withdraw or not to file the registration statement.

Required Registration. (a) Any Subject to the conditions of this Section 3.4, at any time after following the date that is the earlier of (i) twelve (12) months following a Qualified Public Offering the second anniversary of the Initial Closing and (ii) the date that is four (4) years after end of the date of this Agreement, lock-up period applicable to the holders of the Senior Preferred (which shall not exceed 180 days) in connection with a Qualified Public Offering, if the Corporation shall be requested by holders of (x) at least 66one-2/3% third (33 1/3%) of the shares outstanding Restricted Securities (based on the underlying Common Stock for which the Restricted Securities are convertible or exercisable) or (y) the holders of Restricted Securities representing at least $15.0 million of the Senior Preferred issued pursuant to the Series C Stock Purchase Agreement, Series D Stock Purchase Agreement and/or Series E Stock Purchase Agreement to effect the registration under the Securities Act of at least a majority of the Restricted Securities then outstanding (or shares a lesser amount as long as the anticipated aggregate offering price, net of Common Stock issued upon conversion underwriting discounts and commissions, would exceed $3,000,000), then the Corporation shall promptly give written notice of such proposed registration to all holders of Restricted Securities, and thereupon the shares of Preferred Stock or a combination thereof) may request Corporation shall promptly use its best efforts to effect the Company to register registration under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders Restricted Shares that the Corporation has been requested to register for sale disposition as described in the manner specified request of such holders of Restricted Securities and in such noticeany response received from any of the holders of Restricted Securities within 30 days after the giving of the written notice by the Corporation; provided, however, that the shares Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions and Section 3.6: (i) Subject to Section 3.6, the Corporation shall not be obligated to file and cause to become effective more than two (2) registration statements in which Restricted Shares are registered under the Securities Act pursuant to each of Registrable Securities clauses (x) and (y) of Section 3.4(a) (provided that in the event a registration statement is withdrawn as a result of changes in conditions at the Corporation, such registration shall not be counted for which registration has been requested shall be at least 20% purposes of this Section 3.4(a)(i)), if all of the shares of Registrable Securities then held by Restricted Shares offered pursuant to such requesting holder or holders (or a lesser percentage if registration statements are sold thereunder upon the anticipated gross receipts from the offering would exceed $40,000,000)price and terms offered. (bii) Following receipt of any notice under The Corporation shall not be required to effect a registration pursuant to this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled 3.4 if within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.valid written request pursuant

Required Registration. (a) Any At any time after following the earlier consummation of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request an initial public offering by the Company to of its securities, Holding may, by written notice, request on not more than five occasions that the Company register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided. Notwithstanding anything to the contrary contained herein, however, that no request may be made under this Section 4 within 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Registrable Securities for Restricted Stock as to which registration has shall have been so requested (and which requests shall be total at least 20% fifty percent of the shares of Registrable Securities then held Restricted Stock originally purchased by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000Holding). (b) Following Promptly following receipt of any notice under this Section 4, 4 the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities shall file and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register have declared effective a registration statement under the Securities ActAct for the public sale, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, of the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within thirty (30) 20 days after the giving date of such notice by from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of a majority in interest of the selling holders of Restricted Stock, which approval shall not be unreasonably withheld. The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to requests made by Holding under this Section 4 on two (2) occasions only; provided, however, that as to such occasion such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by Holding shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject Except with respect to Section 14(h) and except for registration statements on Form X-0S-3 or Form S-8, X-0 or any successor theretoas otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Class A Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any At any time after the earlier of (i) twelve 180 days after the effective date of the registration statement covering the first underwritten public offering of Common Stock of the Company (12an “IPO”) months following a Qualified Public Offering and (ii) the date that is four (4) years after third anniversary of the date of this AgreementSeries H Original Issue Date, the holders of at least 66-2/3% forty percent (40%) of the shares of Investor Preferred Stock then outstanding (or shares of including Common Stock issued issuable upon conversion of the shares of Preferred Stock or thereof), together as a combination thereof) single class, on three occasions only may request the Company to register for sale under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that in the event of any such request, the aggregate offering price of shares of Registrable Securities for which to be registered on any such registration has been requested shall be statement, net of underwriting discounts and commissions, is at least 20% Five Million Dollars ($5,000,000). Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect a registration pursuant to this Section 4.3 during the period commencing sixty (60) days prior to the estimated filing date of, and ending on the date which is one hundred eighty (180) days after the closing date of, a registration statement filed by the Company covering an underwritten public offering of the shares Common Stock under the Securities Act, provided the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and such estimate of the filing date is made in good faith. If the Company shall furnish to the holders of Registrable Securities a certificate signed by its President stating that in the good faith judgment of its Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, then held by the Company’s efforts to cause a registration statement to be filed shall be deferred for a period not to exceed four (4) months in any twelve (12) month period, provided that in such requesting holder or holders (or a lesser percentage event, if the anticipated gross receipts from Company does not effect a registration requested pursuant to this Section 4.3, such request shall not be counted for purposes of the offering would exceed $40,000,000limitations on registrations set forth above and in Section 4.3(b). (b) Following receipt of any notice under this Section 44.3, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving receipt of such notice by the Companysuch holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4 4.3 on two three (23) occasions only; only if requested by holders of at least forty percent (40%) of the Investor Preferred Stock, including, in each case Common Stock issuable upon conversion thereof, provided, howeverfurther, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, sixty-six and all two-thirds percent (66-2/3%) or more of such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option)thereto. The Company shall not be obligated to effectregister, pursuant to this Section 4.3, the Registrable Securities of any holder who fails to provide promptly to the Company such information as the Company may reasonably request at any time to enable the Company to comply with any applicable law or regulation or to take facilitate preparation of the registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall (i) so advise the Company as a part of their request made pursuant to this Section 4.3 and the Company shall include such information in the written notice referred to in paragraph (b) above and (ii) designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to the Company. The right of any action holder to effect, any registration pursuant to this Section 4: 4.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.3 may, subject to the following provisions, include (i) during shares of Common Stock for sale by the period within ninety Company for its own account, (90ii) days after shares of Common Stock held by officers or directors of the effective date Company and (iii) shares of a Common Stock held by persons entitled to include such shares in such registration pursuant to “incidental” or “piggyback” registration rights granted to such persons in accordance with Section 4 4.14 (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or Section 6 hereofunderwriters selected for such underwriting on terms no less favorable to such officers, directors or in which Other Shareholders than the terms afforded the holders of Registrable Securities shall have been entitled Securities. If and to join pursuant the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to Section 5; (ii) if be included in such registration, then the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock held by the Company. officers or directors or by Other Shareholders (cother than Registrable Securities) The Company shall be entitled to include in any registration statement referred to in this Section 4 and shares of Common Stock to be sold by the Company for its own account, except as and account shall be excluded from such registration to the extent thatso required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the opinion shares held by the directors and officers of the Company and the Other Shareholders to the extent required by the managing underwriter, such inclusion would adversely affect then to the marketing shares of Common Stock of the Registrable Securities Company to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether included for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided hereinrequired by the managing underwriter. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all determines that marketing factors require a limitation of the number of Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares4.3, shares to be sold by the holders of then Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares securities to be sold shall be allocated pro rata among the requesting selling holders pro rata based on their ownership of Registrable Securities. In If, in such event, the event managing underwriter reduces the number of shares of Registrable Securities to be registered under this Section 4.3 to an amount which is less than fifty percent (50%) of the number of shares specified in notices received under this Section 4.3, then such registration shall not be counted for purposes of the limitations on registrations set forth in Section 4.3(b). In any event, all securities to be sold by requesting holders other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities pursuant to an underwritten or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration under this Section 4 is reduced pursuant to this Section 4(d)as provided above, disapproves of the terms of the underwriting, such registration holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to also be included by the requesting holderswithdrawn from registration.

Required Registration. (a) Any At any time after the earlier of six (i) twelve (126) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date closing of this Agreementthe Company’s Initial Public Offering, the holders of Investors who in the aggregate hold at least 66-2/3% a majority of the shares of Preferred Stock total Restricted Shares then outstanding (or shares of Common Stock issued upon conversion of may by written notice to the shares of Preferred Stock or a combination thereof) may Company request the Company to register under the Securities Act or applicable Canadian Securities Laws all or any portion of the shares of Registrable Securities Restricted Shares held by such requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such public offering would not be less than USD$10,000,000. For purposes of this Section 2.3 and Sections 2.4 and 2.5, the term “Restricted Shares” shall be deemed to include (but without double counting) the number of Restricted Shares which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time; and provided, however, that that, in any underwritten public offering contemplated by this Section 2.3 or Sections 2.4 and 2.5, the shares holders of Registrable Securities for which registration has been requested Preferred Shares shall be at least 20% entitled to sell such Preferred Shares to the underwriters (with the underwriters’ approval) for conversion and sale of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Common Shares issued upon conversion thereof. (b) Following receipt of any a notice under this Section 42.3(a), the Company shall, within twenty (20) days of receipt thereof, shall promptly notify all holders of Registrable Securities and Preferred Stock the Investors from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securitiesreceived. The Company shall use its reasonable best efforts to register under the Securities ActAct or Canadian Securities Laws (as applicable), for public sale in accordance with the method of disposition described specified in paragraph (a) aboveany notice from requesting holders, the number of shares of Registrable Securities Restricted Shares specified in such notice (and in all notices received by the Company from other holders Investors within thirty (30) days after the giving of such notice by the Company). The Company If such method of disposition shall be obligated an underwritten public offering, the holders of a majority of the Restricted Shares to register Registrable Securities be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the Company, which shall not be unreasonably withheld or delayed. The Company’s obligation to register, pursuant to this Section 4 2.3, Restricted Shares on two (2) occasions only; provided, however, that such obligation a Registration Statement shall be deemed satisfied only when (i) a registration statement Registration Statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Shares specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The In any Registration Statement requested pursuant to this Section 2.3, the Company shall be entitled to include include, for sale in any registration statement referred to in this Section 4 shares accordance with the method of disposition specified by the requesting holders, Common Stock Shares to be sold by the Company for its own account. If such method of disposition shall be an underwritten public offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Shares to be sold, except as and then the Company shall reduce the number of Common Shares to be sold by the extent thatCompany for its own account to that number which, in the opinion of the managing underwriter, such inclusion would not adversely affect the marketing of the Registrable Securities Restricted Shares requested to be sold. Subject to Except for as provided in Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto2.3(b), the Company will shall not file with the Commission any other registration statement Registration Statement with respect to its Common StockShares, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 2.3 until thirty (30) days after the date such registration statement is declared effective. The right completion of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion period of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingdistribution contemplated thereby. (d) If in the opinion Investors are entitled to a maximum of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced two (2) registrations pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders2.3.

Required Registration. (a) Any At any time after the earlier expiration of (i) twelve (12) months any lock-up period under Section 4.9 below following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementCompany’s initial public offering, the holders of at least 66-2/3% one or more of the shares Investors who own more than twenty percent (20%) of Preferred the Common Stock of the Company then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request that the Company to register for sale under the Securities Act all or any portion a part of the shares of Registrable Securities held by such requesting holder or holders for sale Investor(s) in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 44.1(a), the Company shall, within twenty (20) days of receipt thereof, shall immediately notify in writing all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving receipt of such notice by the Companysuch holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4 4.1 on two (2) occasions only; , provided, however, that such obligation the Company shall be deemed satisfied only when obligated to effect two (2) additional registrations pursuant to this Section 4.1 to the extent that the holders of Registrable Securities were unable to include such Registrable Securities in the first registration as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d)). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration 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 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) a shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by certain employees and consultants of the Company who by virtue of currently existing agreements with the Company granting them “piggy-back” registration statement covering all rights are entitled to include such shares in such registration (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified the “Other Shareholders”), in notices received as aforesaid (and not subsequently withdrawn) each case for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for holders; provided, however, that if the period number of distribution contemplated thereby shares so included pursuant to clauses (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), i) and (ii) where above exceeds the number of Registrable Securities presented by the holders requesting registration thereof, then such registration statement has become effective, if such method of disposition is shall be deemed to be a firm commitment underwritten public offering, registration in accordance with Section 4.2 and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during 4.1. If such registration shall be underwritten, the period within ninety (90) days after Company and such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the effective date representative of a registration pursuant the underwriter or underwriters selected for such underwriting on terms no less favorable to Section 4 such officers, directors or Section 6 hereof, or in which Other Shareholders than the terms afforded the holders of Registrable Securities Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall have been entitled be applied in the following order: first, to join pursuant to Section 5; (ii) if the shares held by the directors and officers and the Other Shareholders, second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company under this Section 4.1, then Registrable Securities shall be entitled to include excluded in any registration statement referred to in this Section 4 shares of Common Stock such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to . The securities so withdrawn shall also be soldwithdrawn from registration. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 4.1 until thirty the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (30120) days after the effective date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingregistration, whichever is later. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after following the date that is the earlier of (i) twelve the fifth anniversary of the Merger Closing Date (12which term shall have the same meaning herein as the term "Closing Date" has in the Merger Agreement) months following a Qualified Public Offering and (ii) six months following the date that is four closing of an initial public offering, if the Corporation shall be requested (4a) years after the date of this Agreement, the by holders of at least 66-2/315% or more of the shares of Preferred Stock then outstanding Restricted Securities (or shares of Common Stock issued upon conversion of on an as-converted basis) to effect the shares of Preferred Stock or a combination thereof) may request the Company to register registration under the Securities Act all of Restricted Shares, or any portion (b) after the first registration pursuant to this Section 4.4, by one or more of the shares holders of Registrable Restricted Securities, to effect the registration under the Securities held by Act of Restricted Shares, then the Corporation shall promptly give written notice of such requesting holder or proposed registration to all holders of Restricted Securities, and thereupon the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Shares that the Corporation has been requested to register for sale disposition as described in the manner specified request of such holders of Restricted Securities and in such noticeany response received from any of the holders of Restricted Securities within 30 days after the giving of the written notice by the Corporation; provided, however, that the shares Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions and Section 4.6 hereof: (a) Subject to Section 4.6 hereof, the Corporation shall not be obligated to file and cause to become effective more than an aggregate of Registrable Securities for four (4) registration statements (a maximum of two (2) of which registration has been requested shall may be at least 20initiated by Senior C Stockholders holding 15% or more of the shares then outstanding Restricted Securities (on an as-converted basis) or by B Stockholders holding 15% or more of Registrable the then outstanding Restricted Securities (on an as-converted basis), and two (2) of which may be initiated by Series A Stockholders holding 15% or more of the then held by outstanding Restricted Securities (on an as-converted basis)) in which Restricted Shares are registered under the Securities Act pursuant to this Section 4.4, if all of the Restricted Shares offered pursuant to such requesting holder or holders (or a lesser percentage if registration statements are sold thereunder upon the anticipated gross receipts from the offering would exceed $40,000,000)price and terms offered. (b) Following receipt of any notice under Notwithstanding the foregoing, the Corporation may include in each such registration requested pursuant to this Section 4, 4.4 any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all Corporation or any portion of their issued and outstanding shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities ActCommon Stock for sale by others; provided, for public sale in accordance with the method of disposition described in paragraph (a) abovehowever, that, if the number of shares of Registrable Securities specified in such notice Common Stock so included pursuant to this clause (and in all notices received b) exceeds the number of Restricted Shares requested by the Company from other holders within thirty (30) days after the giving of Restricted Securities requesting such notice by the Company). The Company registration, then such registration shall be obligated deemed to register Registrable Securities be a registration in accordance with and pursuant to Section 4.5 hereof; and provided further, however, that in the event such registration is pursuant to this Section 4 on two (2) occasions only; provided4.4, however, that the inclusion of such obligation shall be deemed satisfied only when (i) a registration statement covering all previously authorized but unissued shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective Corporation or issued and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such outstanding shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include others in any such registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent thatdoes not adversely affect, in the sole opinion of the managing underwriter, holders of Restricted Securities requesting such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor theretoregistration, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that ability of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Restricted Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in requesting such registration have been excluded, in such manner that to market the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the entire number of shares to be sold Restricted Shares requested by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersthem.

Required Registration. (a) Any At any time after the earlier of three (i3) twelve years from the date hereof, or six (126) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementCompany’s initial public offering, the holders of at least Restricted Stock constituting two-thirds (66-2/3% %) of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request that the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided, however, that the anticipated aggregate price to the public of such offering is at least $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(f), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of the Preferred Stock upon conversion of all shares of Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of shares of Preferred Stock shall be at least 20% entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of Registrable Securities then held by such requesting holder Common Stock issued upon conversion or holders exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-l or Form S-3 (or a lesser percentage if in each case any successor form thereto) filed with the anticipated gross receipts from Commission by the offering would exceed $40,000,000)Company for the purpose of registering shares for sale by the Company. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two three (23) occasions onlyonly (except for on Form S-3 or any equivalent successor form as provided in Section 6); provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where or if such registration statement has become effectivebeen withdrawn prior to the consummation of the offering at the request of the holders of Restricted Stock and Preferred Stock (other than as a result of a Material Adverse Change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such completion of the period of distribution of the registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingcontemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In Restricted Stock. (e) With respect to a request for registration pursuant to Sections 4 and 6 that is for an underwritten public offering, the event managing underwriter shall be chosen by the number holders of shares two-thirds (66-2/3%) of the Restricted Stock to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), in such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersoffering.

Required Registration. (a) Any time after the earlier of If (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date holder or holders of this Agreement, the holders an aggregate of at least 66-2/3% the Required Demand Amount propose to dispose of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of then outstanding Registrable Securities then held by Stock (such requesting holder or holders being herein called the "Initiating Holders"), and (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (bii) Following receipt of any notice under this Section 4such disposition may not, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested opinion of such Initiating Holders, be effected in the public marketplace (as opposed to a private transaction under the Securities Act) on equally favorable net terms to the Initiating Holders without registration all or any portion of their such shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale the Initiating Holders may request the Company in accordance with the method of disposition described in paragraph (a) abovewriting to effect such registration, stating the number of shares of Registrable Securities specified Stock to be disposed of by such Initiating Holders (which, in the aggregate, shall be not less than 20% of the then outstanding Registrable Stock) and the intended method of disposition. Upon receipt of such notice (and in all notices received by request, the Company from will give prompt written notice thereof to all other holders Holders whereupon such other Holders shall give written notice to the Company within thirty (30) 20 days after the giving date of such notice by the Company). 's notice (the "Notice Period") if they propose to dispose of any shares of Registrable Stock pursuant to such registration, stating the number of shares of Registrable Stock to be disposed of by such Holder or Holders and the intended method of disposition. (b) The Company shall be obligated to Key Employees may register Registrable Securities securities for sale for their own account in the registration requested pursuant to this Section 4 8.2, subject to limitations on two (2) occasions only; provided, however, that such obligation shall the number of shares which may be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number imposed by the underwriter as permitted by set forth in Section 4(d8.4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with . At the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of time the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in give the notice to Holders required by Section 8) incurred in connection with the withdrawn registration statement8.2(a), and (ii) where such registration statement has become effective, it shall also give the same notice to the Key Employees whereupon each Key Employee shall give written notice to the Company within the Notice Period if such method Key Employee proposes to dispose of disposition is a firm commitment underwritten public offering, and all such any shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock held by him or her pursuant to such registration, stating the Companynumber of shares of Common Stock to be disposed of by such Key Employee and the intended method of disposition. (c) The Company shall be entitled will use its best efforts to include in any effect promptly after the Notice Period the registration statement referred to in this Section 4 under the Securities Act of all shares of Common Subject Stock to be sold by specified in the Company for its own accountrequests of the Initiating Holders, except as the requests of the other Holders and the requests of the Key Employees, subject, however, to the extent that, limitations set forth in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting8.4. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementAt any time, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (UBS, ITI or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Casty may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be have a reasonably anticipated aggregate price to the public which is at least 20% $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 4, within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would time period shall not exceed $40,000,000)180 days. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company shall designate the underwriter(s) of such offering, subject to the approval by the holders of a majority of the shares of Restricted Stock proposed to be sold in such offering, including the approval of UBS (such approval not to be unreasonably withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock proposed to be sold by the parties participating in the demand registration of Restricted Stock under this Section 4, pro rata based upon the number of shares of Restricted Stock proposed to be sold by such holders; and (ii) second securities held by the Company. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of UBS, ITI and Casty on two (2) three occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in demand notices received as aforesaid (and not subsequently withdrawn) delivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares designated in the notice shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any Subject to Section 4(b) below, at any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after third anniversary of the date of this AgreementAgreement or six months after the closing of an initial public offering, the holders of Restricted Stock constituting at least 66-2/340% in interest of the shares of Preferred Stock Conversion Shares then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares Restricted Stock (but not less than an amount of Registrable Securities held by such requesting holder or holders Restricted Stock that would result in an anticipated aggregate offering price, net of selling expenses, of ten million dollars ($10,000,000)) for sale in the manner specified in such notice; provided. Notwithstanding anything to the contrary contained herein, however, that no request may be made under this Section 4 within 180 days after the shares effective date of Registrable Securities for which any registration has been requested shall be at least 20% of statement on Form S-1 filed by the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Company. All registration pursuant to this Section 4(a) are referred to herein as “Demand Registrations.” (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities Restricted Stock and Preferred Stock Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration of Restricted Stock pursuant to this Section 4: (i) during the period within ninety (90) days 4 after the effective date of a registration Company has effected registrations on two occasions pursuant to Section 4 4(a) and such registrations have been declared or Section 6 hereofordered effective; provided, however, that a registration shall be deemed to be effected only when a registration statement covering at least 85% of the shares of Conversion Shares specified in notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders shall have become effective or in which if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if a majority of the shares of Registrable Securities Conversion Shares to be registered may be immediately registered on Form S-3; or pursuant thereto (iii) during the period within twelve (12) months after the closing other than as a result of an initial public offering of Common Stock by the Companya Material Adverse Change). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any successor successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such completion of the period of distribution of the registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingcontemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, . (e) Unless the holders requesting a Demand Registration have been able to include all of the Restricted Stock requested by such holders in such manner Demand Registration, the Company shall not include in such Demand Registration any securities which are not Restricted Stock. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that the shares to be sold shall be allocated among the requesting holders pro rata based on in their ownership of Registrable Securities. In the event opinion the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d)Restricted Stock and, such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of Conversion Shares making such Demand Registration, the Company shall include in such registration: (i) first, Conversion Shares pro rata among the holders of such Conversion Shares on the basis of the number of Conversion Shares owned by such holders, (ii) the requesting Restricted Stock other than Conversion Shares, pro rata among the holders of such Restricted Stock other than Conversion Shares on the basis of the number of shares (other than Conversion Shares) owned by such holders, and (iii) third, securities for the Company’s account and (iv) fourth, other securities which are not Restricted Stock requested to be included in such registration pursuant to contractual obligation rights, pro rata among the holders thereof on the basis of the number of their securities requested to be included therein.

Required Registration. (a) Any If, at any time at least 180 days after the earlier Registration Date, Pre-IPO Securityholders who or which hold in the aggregate Pre-IPO Registrable Shares that constitute not less than 25% of (1) the Initial Common Shares, (2) the Series A Conversion Shares, or (3) the Series B Conversion Shares shall notify the Corporation in writing that such Pre-IPO Securityholders desire to sell any of such Pre-IPO Registrable Shares in the public securities market and request that the Corporation effect the registration under the Securities Act of Pre-IPO Registrable Shares having an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $5,000,000, the Corporation shall: (i) twelve promptly give written notice of the proposed registration to all other Pre-IPO Securityholders, who or which shall have the right, subject to the applicable terms of this Agreement, to include in such registration Pre-IPO Registrable Shares held by them (12) months following exercisable by delivering to the Corporation a Qualified Public Offering and written notice specifying the number of Pre-IPO Registrable Shares requested to be included within 30 days after receipt of such notice of such registration from the Corporation); and (ii) use its best efforts to effect the date that is four registration under the Securities Act of the Pre-IPO Registrable Shares which the Corporation has been so requested to register. (4b) years Anything contained in Section 2(a) to the contrary notwithstanding, the Corporation shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) The Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) (i) more than one Registration Statement requested pursuant to Section 2(a)(1), (ii) more than two Registration Statements requested pursuant to Section 2(a)(2), or (iii) more than two Registration Statements requested pursuant to Section 2(a)(3), in each case on Form S-1 promulgated under the Securities Act or any successor form thereto, or (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (ii) The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of this Agreementa request for registration pursuant to Section 2(a) if at the time of such request the Corporation (A) is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment, underwritten public offering of Primary Shares in which the holders of at least 66Pre-2/3% IPO Registrable Shares may include Pre-IPO Registrable Shares pursuant to Section 3 or (B) is engaged in a Material Transaction. (iii) With respect to any registration of Pre-IPO Registrable Shares pursuant to Section 2(a), the shares Corporation shall give notice of Preferred Stock then outstanding (or shares such registration to the holders of Common Stock issued upon conversion of all Additional Registrable Shares and Other Shares which are entitled to registration rights and the shares of Preferred Stock or a combination thereof) Corporation may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified include in such noticeregistration any Primary Shares, Additional Registrable Shares or Other Shares; provided, however, that if the shares managing underwriter advises the Corporation that the inclusion of all of the Pre-IPO Registrable Securities for which Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration has been requested would interfere with the successful marketing (including pricing) of all of such securities, then the number of Pre-IPO Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be at least 20% included in the following order: (A) first, the Pre-IPO Registrable Shares constituting Conversion Shares or Warrant Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the aggregate number of the shares of Pre-IPO Registrable Securities then Shares constituting Conversion Shares and Warrant Shares held by each such requesting holder or holders (or a lesser percentage if Pre-IPO Securityholder at the anticipated gross receipts from the offering would exceed $40,000,000time of registration).; (bB) Following receipt of any notice under this Section 4second, the Company shallPre-IPO Registrable Shares constituting Initial Common Shares requested by the Pre-IPO Securityholders to be included in such registration (or, within twenty if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the number of Pre-IPO Registrable Shares constituting Initial Common Shares held by each such Pre-IPO Securityholder at the time of registration); (20C) days of receipt thereofthird, notify the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale Additional Securityholders in accordance with the method applicable provisions of disposition described any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in paragraph (a) aboveeffect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of shares Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); (D) fourth, Primary Shares; (E) fifth, the Additional Registrable Securities specified Shares not constituting SP Registrable Shares requested by the Additional Securityholders to be included in such notice registration (and in or, if necessary, such Shares allocated among all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale Additional Securityholders in accordance with the method applicable provisions of disposition specified by any agreements between the requesting holders shall have become effective Corporation and remain effective for such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the period time of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawnregistration, or, in which case such obligation the absence of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement)any applicable provisions, and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and pro rata among all such shares shall have been sold to Additional Securityholders based upon the underwriters pursuant thereto number of Additional Registrable Shares not constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); and (not including shares eligible for sale pursuant to F) sixth, the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the CompanyOther Shares. (c) The Company If the Majority of Registering Pre-IPO Securityholders in a registration requested pursuant to Section 2(a) or Section (4) intend to distribute the Pre-IPO Registrable Shares covered by their request by means of an underwriting, they shall be entitled to include in any registration statement referred to in this Section 4 shares so advise the Corporation as a part of Common Stock to be sold by their request for registration. In such event, the Company for its own account, except as and Majority of Registering Pre-IPO Securityholders shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the extent that, Corporation to act as the lead managing underwriter or underwriters in the opinion of the managing underwriter, connection with such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effectiveoffering. The right of any holder Registering Pre-IPO Securityholder to include such holder’s Registrable Securities in an underwritten registration pursuant to Section 2(a) or Section 4 shall be conditioned upon such holder’s Registering Pre-IPO Securityholder's participation in such underwriting and the inclusion of such holder’s Registering Pre-IPO Securityholder's Pre-IPO Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by the Majority of Registering Pre-IPO Securityholders and such Registering Pre-IPO Securityholder) to the extent provided herein. All holders The Corporation and the Registering Pre-IPO Securityholders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in which is reasonable and in customary form with the underwriter or underwriters selected for of such underwritingoffering. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities A requested to be registered registration under this Section 2(a) or Section 4 would adversely affect may be rescinded prior to the marketing of such shares, shares to be sold related Registration Statement being declared effective by the holders SEC by written notice to the Corporation from the Majority of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in Registering Pre-IPO Securityholders requesting such registration; provided, however, if such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities was requested pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d2(a), such registration shall still not count towards satisfaction as a Registration Statement requested pursuant thereto for purposes of clause (A) of Section 2(b)(i) if (x) such request for withdrawal shall have been caused by, or made in response to, the material adverse effect of an event on the business, operations, assets, condition (financial or otherwise) or operating results of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of Corporation and its Subsidiaries taken as a whole or (y) the shares of Registrable Securities so requested to be included Corporation shall have been reimbursed for all out-of-pocket expenses incurred by the requesting holdersCorporation in connection with such rescinded registration.

Required Registration. At any time, Rice may, upon not more than two (a2) Any time after occasions, make a written request to the earlier Company requesting that the Company effect the registration of a certain number of Registrable Securities pro rata for the accounts of Rice and the Southland Purchasers based upon the respective number of Registrable Securities held by them. If and when Rice makes any such request for registration, it shall use its best efforts to also have included therein the Registrable Securities held by F-Jotan; provided, however, that if the managing underwriter or underwriters, if any, of the offering of the Registrable Securities for which registration has been demanded by Rice advises the Holders that the success of the offering would be materially and adversely affected by the inclusion of Registrable Securities of F-Jotan, then the amount of securities to be registered for the accounts of the Holders shall be reduced first by reducing the Registrable Securities of F-Jotan to be so included in such registration and then by reducing pro rata the Registrable Securities held by Rice and the Southland Purchasers. Notwithstanding the first sentence of this Section 7.01, the Southland Purchasers or F-Jotan may, by such a written request, exercise any such demand that Rice has not so requested for the benefit of Rice and the Southland Purchasers under this Section 7.01 on the earliest date to occur (the "Cut-Off Date") of (i) twelve (12) months following a Qualified Public Offering and the date that Rice no longer owns, directly or indirectly, any beneficial or other equity interest in respect of the Capital Stock of the Company, (ii) the date that which is four one hundred eighty (4180) years days after all of Rice's Issuable Warrant Shares have been duly registered to permit disposition thereof in the date of this Agreementpublic equity markets, the holders of at least 66and (iii) March 1, 2002. F-2/3% of the shares of Preferred Stock then outstanding Jotan may, upon not more than one (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof1) may occasion, make an independent written request to the Company to register under requesting that the Securities Act all or any portion Company effect the registration of the shares a certain number of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such noticeSecurities; provided, however, that the shares of Registrable Securities for which registration has been requested Cut-Off Date shall be at least 20% of the shares of Registrable Securities then held by have occurred prior to making such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following request. After receipt of any notice under this Section 4such a request, the Company shallwill, within twenty (20) days of receipt thereofas soon as practicable, notify all holders Holders of Registrable Securities such request and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register under by Rice or F-Jotan for sale, all to the Securities Act, for public sale extent required to permit the disposition (in accordance with the intended method or methods thereof) of disposition described in paragraph (a) above, the number of Registrable Securities so registered. In no event will any Person other than a Holder be entitled to include any shares of Registrable Securities specified Capital Stock in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities any registration statement filed pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company7.01. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time on or after the earlier 180 day anniversary of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after consummation of the date of this AgreementIPO, the holders of at least 66-2/350% of the shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) at such time may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which Company shall not be obligated to effect any such registration has been requested unless the proceeds to be realized in connection with such registration shall not reasonably be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed expected to be less than $40,000,000)1,000,000. (b) Following Promptly following receipt of any notice under this Section 42, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all any holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale Public Sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within thirty (30) days after the giving their receipt of such notice by from the Company); provided, however, that the number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting holders of Restricted Stock if and to the extent that the managing underwriter, if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, shall be of the opinion that such inclusion would materially adversely affect the marketing of the Restricted Stock. If such method of disposition shall be an underwritten public offering, the Company shall designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Restricted Stock covered by the offering, which approval shall not be unreasonably withheld. Subject to paragraph (c) below, the Company shall be obligated to use its reasonable best efforts to cause the registration statement filed pursuant to this Section 2 to become effective not later than 90 (ninety) days after receipt of notice pursuant to Section 2. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 2 on two (2) occasions only; provided, however, provided that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company thereto; provided, however, that a registration statement shall not be obligated to effect, or to take any action to effect, any constitute a registration request pursuant to this Section 4: 2 if (ix) during after such registration statement has become effective, such registration or the period within related offer, sale or distribution of Restricted Stock thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the holders of such Restricted Stock and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration statement are not satisfied or waived, other than by reason of a failure by any holder of such Restricted Stock. (c) Notwithstanding anything to the contrary in this Agreement, the Company may delay for up to ninety (90) days after the effective date filing or effectiveness of a registration statement pursuant to a request under this Section 4 or 2 if the Board of Directors of the Company shall determine that such a registration would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request (provided that, if not so withdrawn, the Company will not have breached its obligations under this Section 6 hereof2 during such delay period), or in which case the requesting holders of Registrable Securities shall will not be deemed to have been entitled to join pursuant to made a request for registration under this Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company2. (cd) The Company shall be entitled to include in any registration statement referred to in this Section 4 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock (if any) to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after the earlier earliest of (i) twelve (12) six months following after any registration statement covering a Qualified Public Offering and public offering of securities of the Company under the Securities Act shall have become effective, (ii) six months after the date that is four Company shall have become a reporting company under Section 12 of the Exchange Act, and (4iii) years after the fifth anniversary of the date of this Agreement, the holders of Restricted Stock constituting at least 66-2/340% of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be constitute at least 20% of the total shares of Registrable Securities Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such requesting holder or holders (or a any lesser percentage if the reasonably anticipated gross receipts from aggregate price to the public of such public offering would exceed $40,000,0005,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) three months following a Qualified Public Offering after any registration statement covering the initial public offering of securities of the Company under the Securities Act shall have become effective, and (ii) the date that is four (4) years after the date of this AgreementMay 15, the holders of 2001, Senior Rights Holders holding at least 66-2/360% of the total shares of Preferred Restricted Stock then outstanding held by Senior Rights Holders (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereofin their capacity as such) may request the Company to register for sale under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the reasonably anticipated gross receipts from aggregate price to the offering public of such sale would exceed $40,000,000)5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) 20 days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting Senior Rights Holders described in paragraph (a) above, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 20 days after the giving receipt of such notice by such holders). If such method of disposition shall be an underwritten public offering, the Senior Rights Holders holding sixty percent (60%) of the shares of Restricted Stock requested to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when , (i) if the method of disposition is not a firm commitment underwriting, when a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in the original notices received as aforesaid pursuant to subsection (and not subsequently withdrawna) above, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and or (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such when at least 75% of the shares originally requested to be included by the Senior Rights Holders shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) the completion of the period of distribution of the registration contemplated thereby or 120 days after the effective date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingregistration, whichever is later. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration held by Junior Rights Holders have been excluded, shares to be sold by the Senior Rights Holders (in their capacity as such) shall be excluded in such manner that the shares to be sold shall be allocated among the requesting selling holders pro rata based on their ownership of Registrable Securities. In Restricted Stock. (e) If the event Company shall furnish to the number holders of shares Restricted Stock a certificate 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 sold by requesting holders of Registrable Securities pursuant filed in the near future, then the Company's obligation to an underwritten use its best efforts to file a registration under this Section 4 is reduced statement pursuant to this Section 4(d)4 shall be deferred for a period not to exceed 90 days; provided, however, that the Company shall not obtain such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersa deferral more than once in any 12 month period.

Required Registration. (a) Any time after On two occasions, upon the earlier demand of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% Super Majority of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request Purchasers for the Company to register under effect the Securities Act all or any portion of the shares Registration of Registrable Securities held by Securities, the Company shall effect such requesting holder or holders for sale in the manner specified in such noticeRegistration; provided, provided however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts not be obligated to register under the Securities Act, for public sale effect any Registration except in accordance with the method of disposition described in paragraph following provisions: (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or file and cause to take any action to effect, any become effective more than two (2) registration statements in which Registrable Securities are Registered pursuant to this Section 4: 2.2. (ib) during Notwithstanding the period within ninety foregoing, the Company may include in each such Registration requested pursuant to this Section 2.2 any authorized but unissued shares of Common Stock (90or authorized treasury shares) days after for sale by the effective date Company or any issued and outstanding shares of Common Stock for sale by others, provided however, that, if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Registrable Securities requested by the Super Majority of Purchasers demanding such Registration, then such Registration shall be deemed to be a registration Registration in accordance with and pursuant to Section 4 or Section 6 hereof, or in which 2.3; and provided further however that the holders inclusion of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the such previously authorized but unissued shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the CompanyCompany or issued and outstanding shares of Common Stock by others in such Registration shall not prevent the Super Majority of Purchasers demanding such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be entitled required to include in any file a registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty 2: (30i) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall within six (together with the Company6) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only months after any shares to be sold other registration by the Company and any (other parties including shares than under "Excluded Forms," as defined in Section 2.3 (a) below) or (ii) for sale in such registration have been excluded, in such manner that six (6) months after the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten demand for registration under this Section 4 2.2 if the Company is reduced pursuant to this Section 4(d)then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, or such registration shall still count towards satisfaction of shorter period ending on the Company’s obligation to register shares under this Section provided date, whichever first occurs, that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderstransaction is publicly disclosed, abandoned or consummated.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after 180 days following the date of this Agreementthe underwriting agreement for the Initial Offering, the holders of at least 66-2/3% fifty percent (50%) of the total shares of Preferred Stock Registrable Securities then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request that the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the reasonably anticipated price to the public of such shares of Registrable Securities for which registration has been requested shall would be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders $7,500,000 (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000before deducting any Selling Expenses (as defined in Section 2.7)). (b) Following receipt of any notice under this Section 42.3(a), the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities, subject to the limitations set forth in this Section 2.3(c). The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving receipt of such notice by such holders, subject to the Companylimitations set forth in Section 2.3(c)). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 2.3 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all of the shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified requested to be included in notices received as aforesaid (and not subsequently withdrawn) for sale such registration by the holders of Registrable Securities in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold pursuant thereto. Notwithstanding anything to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not contrary contained herein, no request may be obligated to effect, or to take any action to effect, any registration pursuant to made under this Section 4: (i) during 2.3 after the period within effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4 or Section 6 hereof2.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, or in the Company shall designate the managing underwriter of such offering, which underwriter shall be reasonably acceptable to the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if at least a majority in interest of the shares of Registrable Securities to be registered sold in such offering. A holder may be immediately registered on Form S-3; elect to include in such underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 2.3(d) below. (iiid) during A registration statement filed pursuant to this Section 2.3 may, subject to the period within twelve following provisions, include (12i) months after the closing of an initial public offering shares of Common Stock for sale by the Company. Company for its own account and (cii) The shares of Common Stock held by persons who by virtue of agreements with the Company shall be in compliance with the provisions of Section 2.13 hereof are entitled to include such shares in any such registration statement referred (the “Other Stockholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company and Other Stockholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in this Section 4 customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to the Company and such Other Stockholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by Other Stockholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account, except as and account shall be excluded from such registration to the extent thatso required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the opinion of shares held by the Other Stockholders to the extent required by the managing underwriter, such inclusion would adversely affect then to the marketing shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Securities to be soldregistered under this Section 2.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities; provided however that all Registrable Securities that were originally issued as Common Stock shall be excluded before excluding any Registrable Securities that were originally issued as Preferred Stock. Subject In any event all securities to Section 14(h) be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and except the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form X-0, X-0 or any successor theretocomparable forms or successors thereto or another form not available for registering the Registrable Securities for sale to the public, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 2.3 until thirty one hundred eighty (30180) days after the effective date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting registration, subject to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable terms and customary form with the underwriter or underwriters selected for such underwritingconditions of this Agreement. (de) If in at the opinion time of the managing underwriter the inclusion of all of the Registrable Securities requested any request to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of register Registrable Securities pursuant to an underwritten registration under this Section 4 2.3, the Company is reduced pursuant engaged in any activity which, in the good faith determination of the Board of Directors, would be adversely affected by the requested registration to this Section 4(d), such registration shall still count towards satisfaction the material detriment of the Company’s obligation to register shares under this Section provided , then the Company may, at its option, direct that such registration includes at least 40% request be delayed for a period not to exceed ninety (90) days from the date of the shares of Registrable Securities so requested a request for registration, such right to delay a request to be included exercised by the requesting holdersCompany not more than once in any one (1)-year period.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementJuly 23, 2008, the holders of at least 66-2/3% a majority of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Conversion Shares, may request the Company to register some or all of their Registrable Securities under the Securities Act all or any portion if the anticipated aggregate price to the public is not less than $8,000,000. Any request for registration (“Registration Request”) shall specify (A) the approximate number of the shares of Registrable Securities held by requested to be registered and (B) the intended method of distribution of such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)shares. (b) Following Within ten days after the receipt of any notice under this Section 4a Registration Request, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities (other than Registrable Securities held by Key Management and Preferred Stock Principal Stockholders) from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter shall, subject to request the Company to include in limitations of this Section 3.1, effect, as expeditiously as is reasonably possible the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) 15 days after the giving of such notice by the Company). In the event that any registration pursuant to this Section 3.1 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriters advise the Company in their opinion that the number of securities to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within the price range acceptable to the Company, then the number of Registrable Securities included in such offering may be reduced, prorate among the Registrable Securities requested to be included in such offering. (c) The Company will have the right to select one or more underwriters to manage the offering, subject to the reasonable satisfaction of a majority in interest of the holders of the Conversion Shares initially requesting registration, which approval, if any be required, shall not be unreasonably withheld or delayed; provided, that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering of Common Stock, such firms shall be deemed acceptable unless a majority in interest of the holders the Conversion Shares initially requesting such registration shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. (d) The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) effect a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of 3.1 on two occasions only, and shall not be required to effect a registration pursuant if the Company delivers notice in writing to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares within 30 days of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing any Registration Request of an initial public offering of Common Stock by the Company’s intent to file a registration statement within 90 days. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 4 3.1, for sale in accordance with the method of disposition specified by requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and account but only to the extent that, in the opinion of the managing underwriter, that such inclusion would will not adversely affect the marketing offering for the account of the holders of Registrable Securities to be soldSecurities. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 3.1 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within Within thirty (30) days after the giving Last Closing of such notice by the Offering (as defined in the Subscription Agreement), the Company shall file a registration statement ("Registration Statement") on Form S-1 (or other suitable form, at the Company's discretion but subject to the reasonable approval of the Investors), covering the resale of all shares of Registrable Securities then outstanding including an indeterminate number of shares of Common Stock as required to effect conversion of the Preferred Stock and exercise of the Warrants. Such Registration Statement shall initially cover at least Four Million (4,000,000) shares of Common Stock and allocated and reserved pro rata among the Subscribers. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the distribution described in the Registration Statement is completed. The Company shall be obligated use its best efforts to register Registrable Securities pursuant to this Section 4 on two have the Registration Statement declared effective within four (24) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with months after the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses Last Closing (as defined in Section 8) incurred in connection with the withdrawn registration statementSubscription Agreement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold If the Registration Statement is not declared effective by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor theretoDue Date, the Company will not file with must continue to use its best efforts to obtain a declaration of effectiveness and shall pay the Commission any other Investors an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold in the Offering, compounded monthly and accruing daily, until the Registration Statement or a registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale filed pursuant to an underwritten offering pursuant to this Section 3 or Section 4 until thirty (30) days after the date such registration statement is declared effective, payable in common stock, which common stock shall also be deemed "Registrable Securities" for the purpose of this Agreement. The right accrual amount payable will be tolled for any periods occasioned by a delay of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion a Registration Statement under Section 3 as a result of the managing underwriter the inclusion of all choice of the Registrable Securities requested Holders to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersRegistration Statement underwritten.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of Special Restricted Stock constituting at least 66-2/3% a majority of the shares total Special Restricted Stock outstanding at such time (treating for the purpose of such computation the holders of Series V and Series VI Preferred Stock as the holders of the Conversion Shares then outstanding (or shares of Common Stock issued issuable upon conversion of the shares of such Preferred Stock or a combination thereof) and the holders of 1993 Warrants as holders of the Warrant Shares then issuable upon exercise of the 1993 Warrants), may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Special Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Common Stock. (b) Following Promptly following receipt of any notice under this Section 45, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all any holders of Registrable Securities and Preferred Special Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Special Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within thirty (30) 20 days after the giving their receipt of such notice by from the Company); PROVIDED, HOWEVER, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Special Restricted Stock to be included in such an offering may be reduced, PRO RATA among the requesting holders of Special Restricted Stock, based on the number of shares of Special Restricted Stock requested to be registered, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Special Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Special Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Registrable Securities Special Restricted Stock pursuant to this Section 4 5 on two (2) occasions only; provided. Notwithstanding anything to the contrary contained herein, however, that such the obligation of the Company under this Section 5 shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Special Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holder, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 5, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Special Restricted Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor theretoExcept as provided in this paragraph (c), the Company will not file with the Commission effect any other registration statement with respect to of its Common Stock, whether for its own account or that of other stockholdersholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 5 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of time as the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securitiesreasonably request. In the event that there is a firm commitment underwritten public offering of securities of the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced Company pursuant to this Section 4(d)5, each holder of Restricted Stock who shall not be selling its Restricted Stock to the underwriters in connection with such offering shall refrain from selling such Restricted Stock so registered for such time as the managing underwriter shall reasonably request; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersstatement.

Required Registration. (a) Any At any time after the earlier earliest of (i) twelve (12) months following 180 days after any registration statement covering a Qualified Public Offering and public offering of securities of the Company under the Securities Act shall have become effective, (ii) the date that is four (4) years 180 days after the date Company shall have become a reporting company under Section 12 of this Agreementthe Exchange Act, and (iii) the second (2nd) anniversary of May 16, 2006, the holders of Restricted Stock (other than the New Investors and the Series D Investors) constituting at least 66-2/340% of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of other than the shares of Preferred Restricted Stock or a combination thereofheld by the New Investors and the Series D Investors) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000. (b) At any time after the earliest of (i) 180 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (ii) 180 days after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the second (2nd) anniversary of July 15, 2008, New Investors and Series D Investors constituting at least 40% of the total shares of Restricted Stock then collectively held by the New Investors and the Series D Investors, may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such public offering would exceed $25,000,000. (c) For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock that would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be at least 20% entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated under this Section 4: (i) within 180 days after the effective date of a registration statement filed by such requesting holder the Company in connection with the Company’s initial public offering, or (ii) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders (of Restricted Stock shall have been entitled to join pursuant to Section 5 or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (bd) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities Restricted Stock and Preferred Additional Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock and Additional Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock and Additional Restricted Stock pursuant to this Section 4 on two one (21) occasions occasion only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock and Additional Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to pursuant thereto. Notwithstanding the underwriters pursuant thereto (not including shares eligible foregoing, the Company may delay a request for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4 if, within 30 days following the receipt of any notice requesting registration in accordance with this Section 4: (i) during , the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which Company notifies the holders of Registrable Securities shall have been entitled Restricted Stock and Additional Restricted Stock that the Company intends to join pursuant file a registration statement with the Commission relating to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering within 90 days of Common Stock such notice by the CompanyCompany to the holders of Restricted Stock and Additional Restricted Stock and provided the Company shall, in good faith, use reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may exercise such right to delay a request for registration under such circumstances not more than once in any 12-month period. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock and Additional Restricted Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. Subject to Section 3.2(e), if the Company shall be requested, in writing, (a) Any time at any time, by the holders of a majority of the Common Stock Equivalents then held by the JWC Holders (or the JWC Representative), (b) after an initial Public Offering, by the earlier holders of a majority of the Common Stock Equivalents then held by the Borealis Holders (or the Borealis Representative) or (c) after an initial Public Offering, by the holders of a majority of the Common Stock Equivalents then held by the OMERS Holders (or the OMERS Representative) to effect a registration statement under the Securities Act of Registrable Securities, the Company shall promptly (i) twelve (12) months following a Qualified Public Offering give written notice of the proposed registration to all other Stockholders and (ii) use its best efforts to effect the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register registration under the Securities Act all or any portion of the shares of Registrable Securities held which the Company has been so requested to register by such requesting holder the JWC Holders, the Borealis Holders or holders for sale the OMERS Holders, as applicable, and by other Stockholders in a written request received by the manner Company within ten Business Days after the giving of the written notice specified in such noticeclause (i) above; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts not be obligated to register effect any registration under the Securities Act, for public sale Act except in accordance with the method of disposition described in paragraph following provisions: (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effectuse its best efforts to file and cause to become effective any registration statement during any period in which any other registration statement (other than on Forms S-4, F-4 or S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to take which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (b) The Company may delay the filing or effectiveness of any action registration statement for a period of up to effect, any 90 days after the date of a request for registration pursuant to this Section 4: 3.2 if at the time of such request (i) during the period Company is engaged, or has fixed plans to engage within ninety (90) 90 days after the effective date of such request, in a registration pursuant to Section 4 or Section 6 hereof, or firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Securities shall have been entitled to join may include Registrable Securities pursuant to Section 5; 3.3 or (ii) a Material Transaction exists, provided that the Company may only so delay the filing or effectiveness of its registration statements (if the shares of Registrable Securities any) once pursuant to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythis Section 3.2(b). (c) The With respect to any registration pursuant to this Section 3.2, the Company shall be entitled to may include in such registration any registration statement referred to in this Section 4 shares Primary Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of Common Stock all Registrable Securities and Primary Shares proposed to be sold by included in such registration would interfere with the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the successful marketing (including pricing) of the Registrable Securities proposed to be sold. Subject to Section 14(h) and except for registration statements on Form X-0included in such registration, X-0 or any successor thereto, then the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that number of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities and Primary Shares proposed to be included in an underwritten such registration shall be conditioned upon such holder’s participation included in the following order: (i) first, the Registrable Securities requested to be included in such underwriting registration by the Institutional Holders, the Management Holders and the inclusion Additional Holders (or, if necessary, such Registrable Securities pro rata among the Holders of such holder’s Registrable Securities based upon the number of Registrable Securities requested to be included in such registration); and (ii) second, the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingPrimary Shares. (d) If in the opinion method of disposition requested by the holders pursuant to this Section 3.2 is an underwritten public offering, the Board of Directors shall have the right to designate the managing underwriter of such offering. (e) Notwithstanding the inclusion foregoing, the Company shall not be obligated to use its best efforts to file and cause to become effective more than two registration statements (i) at the request of all the JWC Holders, if at such times the JWC Holders do not own the Required Share Ownership, (ii) at the request of the Borealis Holders or (iii) the request of the OMERS Holders. (f) At any time before the registration statement covering Registrable Securities becomes effective, the Stockholders holding a majority of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by may request the Company and any other parties including shares for sale in such to withdraw or not to file the registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersstatement.

Required Registration. (a) Any At any time after the earlier fourth anniversary of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreementhereof, the holders of at least 66-2/3% a majority of the shares of Preferred outstanding Restricted Stock then outstanding (held by the WCAS Purchasers or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Blackstone Purchasers may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that neither the shares of Registrable Securities for which WCAS Purchasers nor the Blackstone Purchasers may request registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)pursuant to this Section 4 more than once every six months. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all any holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from the original requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within thirty (30) 20 days after the giving their receipt of such notice by from the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that if the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced (pro rata among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the original requesting holders may choose the managing underwriter (which shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holders holder, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject sold (and in such event, such shares to be sold by the Company for its own account shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto4(b)). Except as provided in this paragraph (c), the Company will not file with the Commission effect any other registration statement with respect to of its Common Stock, whether for its own account or that of other stockholdersholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscon templated thereby.

Required Registration. (a) Any At any time after during the earlier of (i) twelve (12) months period beginning 150 days following a Qualified Public Offering the Closing and (ii) ending 365 days following the date that is four (4) years after the date of this AgreementClosing, the Stockholders who are holders of at least 66-2/3a majority of the Registerable Stock may deliver a written request (a "Required Registration Notice") to the Company demanding registration under the Securities Act of up to 50% of the shares of Preferred Registerable Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request delivered by the Company to register as Merger Consideration under the Securities Act all or any portion of the shares of Registrable Securities Merger Agreement and held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that such registration to take effect no earlier than 180 days following the shares Closing and no later than 365 days following the Closing and to remain in effect until the later of Registrable Securities for which registration has been requested shall be at least 20% of 365 days following the shares of Registrable Securities then held by such requesting holder Closing or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)90 days following its effectiveness. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days shall immediately give written notice of receipt thereof, notify the request for registration to all holders of Registrable Securities Stockholders who hold Registerable Stock and Preferred Stock from whom notice has who were not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include included in the requested registration all or any portion of their shares of Registrable SecuritiesRequired Registration Notice. The Company shall then use its reasonable best efforts to register include in a registration statement under the Securities Act, Act for public sale in accordance with the method of disposition described specified in paragraph (a) abovethe Required Registration Notice, the number of shares of Registrable Securities Registerable Stock specified in such notice (from each such requesting Stockholder and in all notices responses from other Stockholders which are received within 30 days of the Company's notifying such Stockholders of the Required Registration Notice; provided, that the maximum number of shares of Registerable Stock of any Stockholder which the Company shall be required to register hereunder (the "Registration Maximum") shall be 50% of the shares of Common Stock that were delivered to such Stockholder as Merger Consideration in connection with the closing of the Merger Agreement; provided, further that the Registration Maximum shall be reduced on a one-for-one basis in respect of any shares of Common Stock sold by such Stockholder pursuant to Section 3 hereof. Upon its receipt of a Required Registration Notice, the Company shall take all reasonable efforts to ensure that a registration statement relating to such notice is filed with the Commission by the Company from other holders within thirty later to occur of (30i) 30 days after following the giving Company's receipt of such notice by the Company)or (ii) May 1, 2000. The Company shall be obligated to register Registrable Securities Registerable Stock pursuant to this Section 4 on two one occasion only. (2c) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold Prior to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of any registration made by the Company under this Section 4, any such registration will be withdrawn if the Company receives a written notice to that effect, signed by all holders of Registerable Stock who made a request for registration under paragraphs (a) and (b) of this Section 4. If such a notice is delivered, the withdrawn registration will not qualify as the occasion where the Company is obligated to make a registration pursuant to under paragraph (b) of this Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company4. (cd) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified in the Required Registration Notice, shares of Common Stock to be sold by the Company for its own accountaccount or for sale by others, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Registerable Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time after the earlier The Holders of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of Registrable Shares constituting at least 66-2/351% of the total shares of Preferred Stock Registrable Shares then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Shares held by such requesting holder Holder or holders Holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Shares for which registration has been requested shall be constitute at least 2025% of the shares total Registrable Shares originally issued pursuant to the Repurchase Agreement if such Holder or Holders shall request the registration of less than all Registrable Securities Shares then held by such requesting holder Holder or holders (Holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holders of Registrable Shares shall have been entitled to join pursuant to Section 5 or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)6 and in which there shall have been effectively registered all Registrable Shares to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders Holders of Registrable Securities and Preferred Stock Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting Holders, the number of shares of Registrable Securities Shares specified in such notice (and in all notices received by the Company from other holders Holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Shares pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering statement, which covers all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Shares specified in notices received as aforesaid (and with respect to which the request for registration has not subsequently withdrawn) been withdrawn and provides for sale of such shares in accordance with the method of disposition specified by the requesting holders Holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Shares to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering Holders pursuant to this Section 4 (the "Demand Holders") until thirty the first to occur of (30i) days after the date withdrawal of such registration statement is declared effective. The right or (ii) the effectiveness of such registration statement unless such registration statement relates to a firm commitment underwritten public offering, then the completion of the period of distribution of the registration contemplated thereby; provided, however, that following receipt of any holder notice under this Section 4, the Company shall immediately notify all holders of the Company's Common Stock who have contractual rights to include demand registrations pursuant to the terms of any other registration rights agreement to which the Company is a party. Upon the written request of such holder’s Registrable Securities in an underwritten demand rights holders constituting the requisite percentages of shares to initiate a demand under such other registration rights agreement specifying the number of shares to be registered, which request shall be conditioned upon deemed to be an exercise of a demand right under the terms of the registration rights agreement to which they are parties, such holder’s participation in such underwriting demand rights holders shall be deemed to be Demand Holders and the inclusion shares requested to be registered by such Demand Holders shall be deemed to be Registrable Shares, in each case, for purposes of Section 4(d), provided that such holder’s Registrable Securities in written request is received by the underwriting to Company within 30 days of the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with giving of notice by the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If If, in the opinion of the managing underwriter underwriter, the inclusion in a registration statement to be filed under this Section of all of any shares other than the Registrable Securities Shares requested to be registered under this Section 4 by Demand Holders would adversely affect the marketing of such shares, then, in such event (a) such other shares may be included in such registration only if all of the Registrable Shares requested to be registered by Demand Holders hereunder are included, and (b) such other shares shall be subject to the provisions of Section 5 and the first sentence of Section 4(c) as to priority of inclusion. If, in the opinion of the managing underwriter, the inclusion of the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such Registrable Shares, Registrable Shares to be sold by the holders of Registrable Securities Demand Holders shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the Registrable Shares to be excluded shall first be the Registrable Shares of Demand Holders who are not affiliates (as defined in Rule 144 of the Securities Act) of the Company (the "Affiliate Holders") and whose Registrable Shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining Registrable Shares of the Demand Holders who are Affiliate Holders or whose Registrable Shares are not then saleable under Rule 144(e) or Rule 144(k), provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), in such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersoffering.

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) six months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementCompany’s initial public offering, the holders of Right Holders holding Registrable Shares constituting at least 66-2/350% in interest of the shares of Preferred Stock all Registrable Shares then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Shares held by such requesting holder Right Holder or holders Right Holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering would exceed $5,000,000. For purposes of this Section 4 and Sections 5, and 6 the only securities which the Company shall be required to register shall be Registrable Shares; provided, however, that that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the shares holders of Registrable Securities for which registration has been requested Preferred Stock shall be at least 20% entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-1 filed by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Company. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Stock Right Holders from whom notice has not been received and such holders Right Holders shall then be entitled within thirty (30) 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesShares. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Shares specified in such notice (and in all notices received by the Company from other holders Right Holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Shares pursuant to this Section 4 on two occasions only (2) occasions onlyexcept for on Form S-3 or any equivalent successor form); provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Shares specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders Right Holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where or if such registration statement has become effectivebeen withdrawn prior to the consummation of the offering at the request of Right Holders holding a majority in interest of the Registrable Shares to be covered by such registration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, and all such shares Registrable Shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Shares to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) the date that is 180 days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any At any time after the earlier date hereof, if either (x) the Required Vulcan Unitholders shall request (the "Vulcan Requesting Unitholders") in writing that the Partnership effect the registration of Vulcan Registrable Units under the Securities Act or (y) Resource Unitholders shall request in writing that the Partnership effect the registration of at least 500,000 Resource Registrable Units owned by such Resource Unitholders (the "Resource Requesting Unitholders" and, collectively with the Vulcan Requesting Unitholders, the "Requesting Unitholders"), then, in the case of a request under clause (x) or (y), the Partnership shall, within five business days, give written notice to the Unitholders other than the Requesting Unitholders of its requirement to so register such offering and, upon the written request of any other Unitholders to include in such registration Registrable Units (which request shall specify the number of Registrable Units proposed to be included in such registration), which request has been delivered to the Partnership within ten business days after delivery of any such notice by the Partnership, then the Partnership shall promptly use its reasonable best efforts to effect the registration under the Securities Act of such Vulcan Registrable Units or Resource Registrable Units, as the case may be, and, if applicable, such other Registrable Units. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Partnership shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) twelve The number of requests permitted by (12x) months following a Qualified the Vulcan Unitholders pursuant to Section 2(a) shall be limited to six (and to no more than one during any 12 month period), it being understood that the Public Offering shall not constitute a requested registration under Section 2(a), and (y) the Resource Unitholders pursuant to Section 2(a) shall be limited to three (and to no more than one during any 12 month period). (ii) The Partnership may delay the date that is four (4) years filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of this Agreementa request for registration pursuant to Section 2(a) or Section 4 if at the time of such request: (x) the Partnership is engaged, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or has filed a combination thereof) may request the Company to register Registration Statement under the Securities Act all to engage, in a public offering of Common Units (other than an offering on Form S-8 under the Securities Act or otherwise in connection with a stock option plan, stock purchase plan, savings plan or other, similar plan), or (y) the Board reasonably determines that such registration and offering would interfere with any portion of Material Transaction involving the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such noticePartnership; provided, however, that the shares of Registrable Securities for which registration has been requested Partnership shall only be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)entitled to invoke its rights under this Section 2(b)(ii) one time during any 12 month period. (biii) Following receipt of With respect to any notice under registration pursuant to this Section 2 or Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to Partnership may include in the requested such registration all any Primary Units or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions onlyOther Units; provided, however, that if the managing underwriter advises the Partnership that the inclusion of all Registrable Units, Primary Units and/or Other Units proposed to be included in such obligation registration would interfere with the successful marketing (including pricing) of the Registrable Units proposed to be included in such registration, then the number of Registrable Units, Primary Units and/or Other Units proposed to be included in such registration shall be included in the following order: (A) first, the Vulcan Registrable Units, if the request is from the Vulcan Requesting Unitholders, or the Resource Registrable Units, if the request is from the Resource Requesting Unitholders; (B) second, the Resource Registrable Units (if the Vulcan Registrable Units have the priority of clause (A)), or the Vulcan Registrable Units (if the Resource Registrable Units have the priority of clause (A)); (C) third, the Primary Units; and (D) fourth, the Other Units. (iv) If the Requesting Unitholders pursuant to Section 2(a) or Section 4 so elect, the offering of such Registrable Units pursuant to such registration shall be in the form of an underwritten offering. The Requesting Unitholders shall select one or more nationally recognized firms of investment bankers to act as the lead managing underwriter or underwriters in connection with such offering. (v) At any time before the Registration Statement covering such Registrable Units becomes effective, the holders of a majority of such units held by the Requesting Unitholders may request the Partnership to withdraw or not to file the Registration Statement. Such requested registration shall constitute a request under Section 2(a) for purposes of Section 2(b)(i), and the Requesting Unitholders shall be deemed satisfied only when (i) a to have used one of their registration statement covering all shares (or such lesser number as permitted by rights under Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn2(a) for sale purposes of Section 2(b)(i), unless (a) such request of withdrawal was caused by, or made in accordance with response to a material adverse change in the method business, properties, condition, or operations of disposition specified the Partnership occurring after the request of the Requesting Unitholders pursuant to Section 2(a) was made or (b) the Partnership shall have been reimbursed (pro rata by the requesting holders shall have become effective Partnership (in respect of its Primary Units, if any, to be included in the registration) and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that Unitholders participating in such registration statement be withdrawn, (in which case such obligation respect of the Company shall Registrable Units to be deemed satisfied unless included in the registration) or in such requesting holders pay other proportion as such parties may agree) for all Registration Expenses (as defined in Section 8) out-of-pocket expenses incurred by the Partnership in connection with the such withdrawn registration statementregistration. (vi) Except as provided in Section 2(b)(v), and (iia registration shall not count as a requested registration pursuant to Section 2(a) where such registration statement for purposes of Section 2(b)(i) until it has become effective. If, after it has become effective, if (a) such method Registration Statement has not been kept continuously effective for a period of disposition is a firm commitment underwritten public offering, and at least 90 days (or such shorter period which will terminate when all the Registrable Units covered by such shares shall Registration Statement have been sold to the underwriters pursuant thereto thereto), (not including shares eligible for sale b) such registration requested pursuant to Section 2(a) becomes subject to any stop order, injunction or other order or requirement of the underwriters’ over-allotment option). The Company Commission or other governmental agency or court for any reason preventing the sale of such Registrable Units, or (c) the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of some act or omission by the Requesting Unitholders, such registration shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of count as a requested registration pursuant to Section 4 or 2(a) for purposes of Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company2(b)(i). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any Subject to the provisions of paragraph (e) below, at any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of Restricted Stock constituting at least 66-2/3% a majority of the shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) at such time may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock; and provided, further, however, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, the holders of the Warrants shall be at least 20% entitled to sell such Warrants to the underwriters for exercise and the sale of the shares of Registrable Securities Common Stock issued upon such exercise. For the purposes of calculating the number of outstanding shares of Restricted Stock for purposes of this Section 4(a) and Section 13(d) hereof, holders of Senior Preferred Shares and the Warrants shall be treated as the holders of the number of Conversion Shares then held by such requesting holder or holders (or a lesser percentage if issuable upon conversion of the anticipated gross receipts from Senior Preferred Shares and exercise of the offering would exceed $40,000,000)Warrants. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall notify all any holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such all other holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company Covered Stock, and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from such requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and the number of shares of Covered Stock specified in all any notices received by the Company from other such holders of Covered Stock within thirty (30) 30 days after the giving their receipt of such notice by from the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with if the proposed method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company Restricted Stock shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment an underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.the

Required Registration. At any time following one hundred eighty (a180) Any time --------------------- days after the earlier Closing Date, a majority of the Holders may, upon not more than two (i2) twelve occasions, make a written request to the Company requesting that the Company effect the registration of Registrable Securities (12) months following a Qualified Public Offering provided, however, -------- ------- that from and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% third (3rd) anniversary of the shares of Preferred Stock then outstanding Closing Date, any Holder (or shares of Common Stock issued upon conversion as opposed to a majority of the shares of Preferred Stock or a combination thereofHolders) may shall have the individual right to so request the Company to register under effect the Securities Act all or any portion of the shares registration of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders Securities). Within thirty (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b30) Following days after receipt of any notice under this Section 4such a request, the Company shallwill notify all Holders of such request and use its commercially reasonable best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by any Holder for sale, within twenty all to the extent required to permit the disposition (20in accordance with the intended method or methods thereof) of the Registrable Securities so registered. In no event will any Person other than a Holder be entitled to include any shares of Capital Stock in any registration statement filed pursuant to this Section 6.01. Notwithstanding ------------ the foregoing, the Company shall not be required to effect a registration pursuant to this Section 6.01 (i) during the period starting with the date of ------------ filing of, and ending on the date one hundred and eighty (180) days following the effective date of receipt thereofthe registration statement pertaining to a Qualified Public Offering, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled (ii) if within thirty (30) days thereafter of receipt of a written request from the Holders pursuant to request this Section 6.01, the Company gives notice to include such ------------ Holders of the Company's intention to file a registration statement for a Qualified Public Offering within ninety (90) days, (iii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 6.01, a certificate signed by the Chairman of the Board of Directors ------------ stating that in the requested good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its shareholders for such registration all or any portion of their shares of Registrable Securities. The statement to be effected at such time, in which event the Company shall use its reasonable best efforts have the right to register under defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the Securities Actrequest of the applicable Holders, for public sale in accordance with or (iv) if the method of disposition described in paragraph (a) above, the number Holders propose to dispose of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled S-3 pursuant to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject a request made pursuant to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective6.03. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.------------

Required Registration. (a) Any At any time after the earlier of (i) twelve (12) months 180 days following the consummation of a Qualified Public Offering (as defined in the Stock Purchase Agreement) and (ii) the date that is four (4) years after the date of this AgreementJune 15, 2001, the holders of Investor Stockholders holding Restricted Stock constituting at least 66-66 2/3% of the total shares of Preferred Restricted Stock held by Investor Stockholders then outstanding (outstanding, ITI or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Casty may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be have a reasonably anticipated aggregate price to the public which is at least 20% $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 4, within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would time period shall not exceed $40,000,000)180 days. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company shall designate the underwriter(s) of such offering, subject to the approval by the holders of a majority of the shares of Restricted Stock proposed to be sold in such offering, including the approval of holders of at least 66 2/3% of the shares of Restricted Stock proposed to be sold by Investor Stockholders, to be sold in such offering (such approval not to be unreasonably withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock proposed to be sold by the parties participating in the demand registration of Restricted Stock under this Section 4, pro rata based upon the number of shares of Restricted Stock proposed to be sold by such holders; and (ii) second securities held by the Company. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of the Investor Stockholders, ITI and Casty on two (2) three occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in demand notices received as aforesaid (and not subsequently withdrawn) delivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares designated in the notice shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after the earlier of (i) twelve five (12) months following a Qualified Public Offering and (ii) the date that is four (45) years after the date of this Agreementhereof, or (ii) 180 days after an IPO, the holders of Restricted Stock constituting at least 66-2/340% in interest of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the offering has an anticipated aggregate offering price that exceeds $15,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(f), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be at least 20% entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-1 filed by the Company; provided that holders of Restricted Stock have been provided the opportunity to register their respective shares of Restricted Stock held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)them pursuant to Section 5 of this Agreement. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities Restricted Stock and Preferred Stock Shares from whom notice has not been received and such holders shall then be entitled within thirty (30) 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable SecuritiesRestricted Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, ) or to take any action to effect, any registration pursuant to this Section 4: (i) during it is closed or withdrawn at the period within ninety (90) days after the effective date request of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled Restricted Stock (other than as a result of a material adverse change to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the good faith opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form Forms X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such completion of the period of distribution of the registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingcontemplated thereby. (d) If in the good faith opinion of the managing underwriter the inclusion of all of the Registrable Securities Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities Restricted Stock, if any, shall be excluded only after any shares to be sold by other stockholders and the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting selling holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersRestricted Stock.

Required Registration. (a) Any time after a. At the earlier of (i) twelve any time after the first anniversary of the Closing Date (12) months following a Qualified Public Offering and as such term is defined in the Purchase Agreement), or (ii) at the date that time at which a demand to register other restricted stock of the Company (other than employee stock options on Form S-8) is four (4) years after the date of this Agreement, made by the holders thereof, then one or more holders of Restricted Stock constituting at least 66-2/340% of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; . For purposes of this Section 2 and each of Sections 3, 10(a) and 10(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all such Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant to the terms of this Agreement shall be shares of Registrable Securities for which the Company’s Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to effect, nor to take any action to effect, any such registration has been requested shall be at least 20% pursuant to this Section 2 during the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of the shares date of Registrable filing of, and ending on a date ninety (90) days after the effectiveness of, any registration of the Company’s securities other than a requested registration under this Section 2 (including, without limitation, any Company-initiated registration under the Securities then held by Act on Form X-0, X-0 or S-3, or on any other current or successor Form under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such requesting holder or holders other (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)non-Section 2) registration statement to become effective. (b) b. Following receipt of any notice properly given by one or more requesting holders of Restricted Stock under this Section 42, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its commercially reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from the requesting holder(s), the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company will designate the managing underwriter of such offering. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 2 on two (2) occasions one occasion only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawnrescinded) as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holder(s), shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). thereto. c. The Company shall not be obligated to effect, or to take and any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the other holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by which the Company. (c) The Company shall permit to participate shall be entitled to include in any registration statement referred to in this Section 4 2, for sale in accordance with the method of disposition specified by the requesting holder(s), shares of Common Stock to be sold by the Company or such other holders for its their own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time after Upon receipt of a written request (x) from --------------------- the earlier of Charter Investors (ia "Charter Registration Request") twelve or (12y) months following from the Softbank Investors (a Qualified Public Offering and (ii) the date "Softbank Registration Request" and, collectively with a Charter Registration Request, a "Registration Request"), requesting that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register effect the registration of Registrable Securities under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all or any portion of the shares of Registrable Securities held which the Company has been so requested to register by such requesting holder the Charter Investors or holders for sale in the manner specified in such noticeSoftbank Investors, as applicable; provided, however, that that, subject to the provisions of the immediately following sentence, the Company shall not be required to effect more than four registrations of Registrable Securities on Form S-1 or Form S-2 pursuant to this Section 2 for the Charter Investors or more than four registrations of Registrable Securities on Form S-1 or Form S-2 pursuant to this Section 2 for the Softbank Investors. The Company shall be obligated to file an unlimited number of registration statements on Form S-3 (or any successor form) pursuant to any request therefor received from a Charter Investor or a Softbank Investor. In order to count as an "effected" registration statement, such registration statement shall not have been withdrawn and all Registrable Securities registered pursuant to it (excluding any overallotment shares) shall have been sold. The Company shall have the right to defer the filing of any registration statement requested pursuant to this Section 2 for a period not to exceed ninety (90) days if in the good faith determination of the Board of Directors of the Company the filing of such registration statement would be seriously detrimental to the Company. (b) If the Charter Investors or the Softbank Investors, as applicable, shall have delivered a Registration Request to the Company, the Company shall give written notice thereof to the Charter Investors (in the case of a Softbank Registration Request) and the Softbank Investors (in the case of a Charter Registration Request) at least 20 days before the initial filing with the Commission of the Registration Statement relating thereto, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as the Charter Investors (in the case of a Softbank Registration Request) or the Softbank Investors (in the case of a Charter Registration Request) may request. If the Charter Investors (in the case of a Softbank Registration Request) or the Softbank Investors (in the case of a Charter Registration Request) shall desire to have Registrable Securities registered under this Section 2(b), they shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000is so requested, subject to Section 2(d)(i). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register effect registration under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing Act of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after the earlier earliest of (i) twelve (12) six months following after any registration statement covering a Qualified Public Offering public offering of securities of the Company under the Securities Act shall have become effective and (ii) the date that is four (4) years six months after the date Company shall have become a reporting company under Section 12 of this Agreementthe Exchange Act, the holders of Restricted Stock constituting at least 66-2/320% of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be constitute at least 20% of the total shares of Registrable Securities Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such requesting holder or holders (or a any lesser percentage if the reasonably anticipated gross receipts from aggregate price to the public of such public offering would exceed $40,000,0005,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a), 13(d) and 13(g), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any At any time after the earlier earliest of (i) twelve (12) six months following after the Company’s initial registration statement covering a Qualified Public Offering public offering of securities of the Company under the Securities Act shall have become effective and (ii) the date that is four (4) years six months after the date of this Agreement, the holders of at least 66-2/3% Company shall have initially become a reporting company under Section 12 of the shares of Preferred Stock then outstanding Exchange Act, a Holder with a demand registration right (or shares of Common Stock issued upon conversion of as set forth in Section 4(c)) may, by written notice to the shares of Preferred Stock or Company (a combination thereof) may “Demand Request”), request the Company to register prepare and file a registration statement registering all or a portion of the Registrable Shares owned by such Holder under the Securities Act all on an appropriate form under the Securities Act (a “Demand Registration Statement”), in each case, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or any portion continuous basis under Rule 415, if the Company is then permitted to rely upon such Rule), provided that the Registrable Shares for which registration has been requested shall constitute at least 20% of the shares of total Registrable Securities Shares held by such requesting holder Holder issued and outstanding as of the date hereof if such Holder shall request the registration of less than all Registrable Shares owned by such Holder (or holders any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 15 and 18, solely for sale in purposes of determining a percentage of Registrable Shares then outstanding, as of any date of determination, there shall be deemed outstanding the manner specified in such noticeWarrant Shares and all Common Shares into which any Preferred Shares or other securities owned by a Holder are then exercisable or then convertible, as the case may be; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the Holders shall be entitled to (i) in the case of Preferred Shares, to sell such shares to the underwriters for conversion into shares of Common Stock which are then sold in the offering or (ii) in the case of Preferred Shares and the Warrant, make the conversion or exercise thereof, as the case may be, contingent upon the Registration Statement for the offering being declared effective and the underwriting agreement being signed by the underwriters. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a Registration Statement filed by the Company solely for the account of the Company covering a firm commitment underwritten public offering in which the Holders shall have been entitled to join pursuant to Section 5 or Section 6 and in which there shall have been registered all Registrable Securities for Shares as to which registration has shall have been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)requested. (b) Following receipt of any notice Demand Request under this Section 4, the Company shallshall immediately notify (each such notice, within twenty (20a “Demanded Registration Notice”) days of receipt thereof, notify all holders Holders of Registrable Securities and Preferred Stock Shares (if any) from whom notice has the applicable Demand Request was not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch Demanded Registration Notice, the number of shares of Registrable Securities Shares specified in such notice Demanded Registration Notice (and in all notices received by the Company from other holders Holders within thirty (30) 30 days after the giving date of the Demanded Registration Notice). If such method of disposition shall be an underwritten public offering, Holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such notice by offering, subject to the approval of the Company). , which approval shall not be unreasonably withheld or delayed. (c) The Company shall be obligated to register Registrable Securities Shares pursuant to this Section 4 on only two (2) occasions only; where the Demand Request is initiated by Summit, two occasions where the Demand Request is initiated by SeaChange and two occasions where the Demand Request is initiated by LGIV, provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement Registration Statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Shares specified in notices received as aforesaid a Demand Request (and not subsequently withdrawnall notices in response to a Demanded Registration Notice) for sale in accordance with the method of disposition specified received by the requesting holders Company shall have become effective and remain effective for the period of distribution contemplated thereby and, (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (iiA) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto or (B) if such method of disposition is not including shares eligible a firm commitment underwritten public offering, such Registration Statement has remained effective for sale pursuant a period of not less than 120 days (such 120-day period to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take tolled during any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall prospectus included in a Registration Statement may not be used under the circumstances described in Section 7(a)(vi) or Section 17(c)) or, if shorter, until such time as all shares covered thereby have been entitled to join sold pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereto. (cd) The Company shall be entitled to include for sale in any Demand Registration Statement, whether for its own account or for the account of Other Stockholders, in accordance with the method of disposition specified in the applicable Demand Request, shares of Common Stock. If such method of disposition shall be an underwritten offering and the managing underwriter(s) advises the Company in writing that the number of Registrable Shares and Other Shares proposed to be registered exceeds the Maximum Number of Shares, then the following “cutback” rules shall apply: there will be included in such registration statement referred (x) first, (I) if the applicable Demand Request was made by Summit or LGIV in accordance with the provisions hereof, the shares requested to be included by the Holders, which shares shall be allocated, if the aggregate number of such shares exceeds the Maximum Number of Shares, pro rata among all Holders on the basis of the number of shares each Holder had originally requested to include in this Section 4 such registration, (II) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit exceeds the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, which shares shall be allocated pro rata among SeaChange and Summit on the basis of the number of shares each such Holder had originally requested to include in such registration, and (III) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit does not exceed the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, and then the shares requested to be included by LGIV to the extent that such shares of LGIV may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, (y) second, to the extent that any additional shares of Common Stock to may be sold by included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for its own account, except as the number of which shares may not exceed the difference between the Maximum Number of Shares and those shares proposed to be included pursuant to clause (x); and (z) third, to the extent thatthat any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for the account of any Other Stockholder pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in such registration. If a Demand Registration Statement involves an underwritten offering of Registrable Shares, then the Company and/or any Other Stockholders whose shares are included in such Demand Registration Statement shall sell their shares in the opinion of underwritten offering on the managing underwriter, such inclusion would adversely affect the marketing of same terms and conditions as those applicable to the Registrable Securities to be soldShares. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholdersOther Stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant Demand Request until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to an underwritten offering pursuant the contrary contained herein, at any time prior to this Section 4 until thirty (30) days after the date effective time of a Demand Registration Statement, the Holder that submitted the Demand Request in respect of such registration statement is declared effectivemay request withdrawal of, and the Company shall withdraw, such Demand Registration Statement. Any withdrawn Demand Registration Statement shall count towards one of the demand registrations of such Holder referred to in the first sentence of Section 4(c), unless the Holder(s) reimburse the Company for its reasonable out-of-pocket expenses incurred in connection with the preparation and filing of such withdrawn Demand Registration Statement (insofar as such expenses relate to the registration of Registrable Shares). (f) The right of any holder Holder to include initiate a Demand Request shall automatically terminate if such holder’s Holder no longer owns any Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingShares. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time From and after the earlier 90th day following the Closing Date, if the Requisite Investors shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, the Corporation shall promptly use commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested by the Requisite Investors to register. Anything contained in Section 2(a) to the contrary notwithstanding, the Corporation shall not be obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the following provisions: The Corporation shall not be obligated to use commercially reasonable efforts to file and cause to become effective (A) more than two Registration Statements initiated pursuant to this Section 2(a); provided, however, that if the Investors were unable to sell at least 90% of the Registrable Shares requested to be included in the last registration initiated by such group of Investors pursuant to Section 2(a) as a result of an underwriter's cutback, then additional registrations shall be added to this Section 2(b) until the foregoing condition is satisfied for such initiating group of Investors, or (B) any Registration Statement during any period in which any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares or Other Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a), if at the time of such request (i) twelve (12) months following the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a Qualified Public Offering and firm commitment underwritten public offering of Primary Shares in which the Investors holding Registrable Shares may include such Registrable Shares pursuant to Section 3 or (ii) the date Corporation reasonably determines that is four (4) years after such registration and offering would interfere with any material transaction involving the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such noticeCorporation; provided, however, that the shares Corporation may only delay the filing or effectiveness of Registrable Securities for which a registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities statement pursuant to this Section 4 on two (22(b) occasions onlyfor a total of 90 days after the date of a request for registration. With respect to any registration pursuant to this Section 2(a), the Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such obligation registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be deemed satisfied only when included in the following order: first, pro rata among (ix) a the Registrable Shares requested by the Investors to be included in such registration statement covering all shares (or or, if necessary, such lesser Registrable Shares pro rata among the holders thereof based upon the number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified Shares requested to be registered by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless each such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statementInvestor), and (iiy) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold the Other Shares (only to the underwriters pursuant thereto (not including shares eligible for sale pursuant extent required by an effective Registration Rights Agreement entered into prior to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during date hereof between the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which Corporation and the holders of Registrable Securities shall have been such Other Shares); second, the Primary Shares; and third, the Other Shares which are entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companyregistration rights. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after the earlier twelve month anniversary of (i) twelve (12) months following a Qualified Public Offering and (ii) the closing of the Merger and/or such later date that is four (4) years after in accordance with Section 13.5.3 of the date of this Merger Agreement, and assuming the Company is eligible to register its securities on Form S-3 (or a successor form), holders of at least 66one-2/3% half of the then outstanding shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Registrable Securities may request request, in writing, that the Company to register under effect the Securities Act all or any portion of the shares registration of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred 8 hereof) owned by such holders on a form that may be used for the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in connection with their request. In the withdrawn event such registration statementis underwritten, the right of other holders to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities and holders of Common Stock who have been granted registration rights. Such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the securities, including the Registrable Securities, requested to be registered by all holders may not be included in the offering, then the number of shares to be included in such offering shall be reduced, and shares shall be excluded from such offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, the Company shall include shares in such registration in the following order: (i) first, (a) the securities of the Purchasers or their successors or assigns where such entities hold Registrable Securities, and (b) the securities of purchasers referenced in that certain Registration Rights Agreement dated July 23, 2003 executed by the Company (the "July 23 Agreement"), in the case of (a) and (b), pro rata among the holders of such securities on the basis of the number of shares requested for registration by each such holder; and (ii) where such registration statement has become effectivesecond, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold the other securities requested to be included therein by the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the other holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities Company securities requested to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include included in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to such registration. To the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect included in the marketing of such sharesunderwritten offering cannot be included, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale participate in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders offering pro rata among such Purchasers, based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities each holder proposed to include. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration (on a form that may be used for the registration of the Registrable Securities) of all the Registrable Securities which the Company has been requested to so register. (b) The Company shall not be required to effect more than one registration pursuant to the first sentence of paragraph (a) above; provided, however, in the event of a proration pursuant to the foregoing paragraph (a) which results in Purchasers holding Registrable Securities having less than all of the requested securities being included in a current registration, then, to the extent of such unincluded Registrable Securities, the Purchasers shall receive an underwritten additional demand registration under right upon the expiration of any blackout period, upon the request of the holders of 50% of the remaining Registrable Securities, and the Company shall be obligated to file an additional registration statement (which registration statement shall contain a current prospectus) relating to the Registrable Securities; and (ii) the Company shall use its best efforts to effect the registration of such Registrable Securities as promptly as practicable thereafter. (c) The Registration Expenses (as defined in Section 4) shall be paid by the Company with respect to all registrations effected pursuant to this Section 4 is reduced Section. (d) The Company may delay the filing or effectiveness of any registration statement for a period of up to 120 days after the date of a request pursuant to this Section 4(d)1 if at the time of such request to register Registrable Securities: (i) the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a firm commitment underwritten public offering, such or (ii) the Company furnishes to the Purchaser or Purchasers requesting registration shall still count towards satisfaction a certificate signed by a senior executive officer of the Company stating that the Company is engaged in any other activity which, in the good faith determination of the Company’s obligation 's Board of Directors, is a material non-public event which would be adversely affected by the requested registration to register shares under this Section provided the material detriment of the Company. In such case, the Company may at its option direct that such registration includes at least 40% request be delayed for a period not in excess of 120 days from the shares effective date of Registrable Securities so requested to be included by such offering or the requesting holdersdate of commencement of such other material activity, as the case may be, provided, however, the Company may not utilize the right set forth in this clause (ii) more than once in any 12-month period.

Required Registration. (a) Any 2.1 If at any time after the earlier date on which an aggregate of (i) twelve (12) months following a Qualified Public Offering and (ii) 1,500,000 Shares shall be issued or issuable to the date that is four (4) years after the date of this AgreementInvestor, the holders Holders of at least 66-2/3% more than fifty percent (50%) of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may those Registrable Securities, request that the Company to register effect the registration under the Securities Act all or any portion of the shares Registrable Securities, the Company shall promptly give written notice of such proposed registration to all Holders of outstanding Registrable Securities, and thereupon the Company shall promptly use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities held by such requesting holder or holders which the Company has been requested to register for sale disposition described in the manner specified in such noticerequest of said Holder or Holders and received within 45 days after the giving of the written notice by the Company; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000).that: (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or file and use its best efforts to take any action cause to effect, any become effective more than two registration statements in which Registrable Securities are registered under the Securities Act pursuant to this Section 4: 2.1; provided, however, that if Form S-3 is available to the Company for the registration of such Registrable Securities, the Holders shall be entitled to an unlimited number of such registrations on Form S-3 (iprovided that the aggregate amount of the proceeds of any such S-3 offering is at least $1,500,000) during the period within ninety (90) days after the effective date of a and such registrations shall not be counted as demands for registration effected pursuant to this Section 4 2.1; and (b) Anything contained herein to the contrary notwithstanding, with respect to each registration requested pursuant to this Section 2.1, the Company may include in such registration any authorized but unissued shares of Common Stock for sale by the Company or any issued and outstanding shares of Common Stock for sale by others; provided, however, that if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of shares registered by the Holder or Holders of outstanding Registrable Securities requesting such registration, then such registration shall not count against the limit in Section 6 hereof2.1(a) of this Agreement; provided further, however, that the inclusion of such previously authorized but unissued shares by the Company or issued and outstanding shares of Common Stock by others in which such registration shall not prevent the holders Holders of outstanding Registrable Securities requesting such registration from registering the entire number of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if requested by them and, in the shares event the registration is, in whole or in part, an underwritten public offering and the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering included in such registration and such previously authorized but unissued shares of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 and/or issued and outstanding shares of Common Stock by persons other than the Holders of Registrable Securities proposed to be sold included in such registration would interfere with the successful marketing (including pricing) of such securities, then such other previously authorized but unissued shares of Common Stock proposed to be included by the Company for its own account, except as and to the extent that, in the opinion issued and outstanding shares of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities Common Stock proposed to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, included by persons other than the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders Holders of Registrable Securities shall be reduced or excluded only after any shares to be sold by the Company and any other parties including shares for sale in from such registration have been excluded(as the case may be) in accordance with the terms and provisions of the Prior Registration Rights Agreements. If the inclusion of all such Registrable Securities would still nevertheless so interfere with the successful marketing of such securities, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event then the number of shares to be sold by requesting holders registered shall be reduced pro rata among the Holders of the Registrable Securities; provided, however, that if the amount of Registrable Securities is reduced by more than twenty-five percent (25%), then such offering shall not count against the limit in Section 2.1(a). 2.2 The Company shall use its commercially reasonable efforts to keep the Demand Registration Statement continuously effective under the Securities Act (subject to Section 3) until the earliest of (i) the date that all Registrable Securities covered by the Demand Registration Statement have been publicly sold, (ii) the date on which all Registrable Securities not otherwise sold pursuant to an underwritten registration under this Section 4 is reduced clause (i) and covered by the Demand Registration Statement may be sold pursuant to this Section 4(dRule 144(k), or (iii) two years from the effective date of any such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersDemand Registration Statement plus any Suspension Period imposed in paragraph 3 below.

Required Registration. (a) Any At any time after the earlier earliest of (i) twelve (12) six months following after any registration statement covering a Qualified Public Offering and public offering of securities of the Company under the Securities Act shall have become effective, (ii) six months after the date that is four Company shall have become a reporting company under Section 12 of the Exchange Act, and (4iii) years after the third anniversary of the date of this Agreement, the holders of Restricted Stock constituting at least 66-2/320% of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; providednotice if either (A) the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000, however, that or (B) the shares of Registrable Securities Restricted Stock for which registration has been requested shall be constitute at least 2030% of the total shares of Restricted Stock then outstanding. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by such requesting holder the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) three occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby in notices received as aforesaid (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is including a firm commitment underwritten public offering), and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companystatement covering such shares. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderscontemplated thereby.

Required Registration. (a) Any The Company shall promptly use its best efforts to effect the registration of Registrable Shares under the Securities Act at any time after the earlier CCMP Investors shall request that the Company effect the registration of such Registrable Shares under the Securities Act (the CCMP Investors making such request, the “Requesting Stockholders”), which shall be effected as a shelf registration if so requested by the Requesting Stockholders. (b) Notwithstanding anything contained in this Section 5.1 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) twelve The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (1290) months following a Qualified Public Offering and (ii) the date that is four (4) years days after the date of this Agreementa request for registration pursuant to Section 5.1(a) or Section 5.3 if at the time of such request: (X) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten Public Offering of Primary Shares in which the holders of at least 66Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 5.2 or (Y) the Board reasonably determines that such registration and offering would interfere with any Material Transaction involving the Company; or (Z) within the last forty-2/3% of the shares of Preferred Stock then outstanding five (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof45) may request days the Company to register under has completed a firm commitment underwritten Public Offering of Primary Shares in which the Securities Act all or any portion of the shares holders of Registrable Securities held by such requesting holder or holders for sale in Shares were permitted to include all the manner specified in such noticeRegistrable Shares requested to be registered pursuant to Section 5.2; provided, however, that the shares of Registrable Securities for which registration has been requested Company shall only be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice entitled to invoke its rights under this Section 45.1(b)(i) one time with respect to a request made pursuant to Section 5.1(a) during any 12-month period without the consent of the Requesting Stockholders; (ii) With respect to any registration pursuant to this Section 5.1 or Section 5.3, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) abovethe Company shall give prompt notice of such registration to each Stockholder that holds Registrable Shares, the number of shares of Registrable Securities specified and shall offer to and shall include in such proposed registration any Registrable Shares requested to be included in such proposed registration by each such Stockholder, provided that such Stockholder responds in writing to the Company’s notice (and in all notices received by the Company from other holders within thirty (30) days after delivery by the giving Company of such notice by (which response shall specify the Companynumber of Registrable Shares such Stockholder is requesting to include in such registration). The , and (b) the Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions onlymay include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such obligation registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be deemed satisfied only when included in the following order: (iA) a first, the Registrable Shares owned by the Stockholders (including those requesting registration statement covering pursuant to this Section 5.1 and Section 5.2), pro rata based upon the number of Registrable Shares owned by the Stockholders; provided, that if the managing underwriter advises the Company that the inclusion of all shares Registrable Shares proposed to be included in such registration would materially adversely affect the offering and sale (or such lesser number as permitted by Section 4(d) belowincluding pricing) of all such Securities, then the number of Registrable Securities specified Shares to be included in notices received as aforesaid (and not subsequently withdrawn) for sale such registration shall be allocated among the Stockholders on a pro rata basis in accordance with the method number of disposition specified Registrable Shares owned by the requesting holders shall Stockholders who have become effective and remain effective for requested inclusion; (B) second, the period Primary Shares; and (C) third, the Other Shares; provided, that at the election of distribution contemplated thereby the Company, (unless such requesting holders request that i) any registration pursuant to this Section 5.1 may be converted into a registration pursuant to Section 5.2 (in which event, such registration statement shall not be withdrawn, in which case such obligation deemed to be a registration requested under Section 5.1(a)) or (ii) with the consent of the Company Requesting Stockholders, the Primary Shares may be set at the same priority level as the Registrable Shares thereby being cutback on a pro rata basis based upon the number of Registrable Shares and Primary Shares requested to be included in such Registration Statement by the Stockholders and the Company. (c) If the holders of the Registrable Shares requesting to be included in a registration pursuant to Section 5.1(a) or Section 5.3 so elect, the offering of such Registrable Shares pursuant to such registration shall be deemed satisfied unless such requesting in the form of an underwritten Public Offering. The holders pay all Registration Expenses (of a majority of the Registrable Shares to be registered shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as defined in Section 8) incurred the lead managing underwriter or underwriters in connection with such offering. (d) At any time before the withdrawn registration statement covering such Registrable Shares becomes effective, the Requesting Stockholders may request the Company to withdraw or not to file the registration statement), and . (iie) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, effect any registration pursuant to under the Securities Act requested by the CCMP Investors under this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) 5.1 if the shares anticipated gross offering price of all Registrable Securities Shares to be registered may included therein would be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companyless than $10,000,000. (cf) The Company CCMP Investors shall be entitled to include in any registration statement referred to in this Section 4 shares have an unlimited number of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered requests under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders5.1.

Required Registration. (a) Any time after Not earlier than the earlier of either (i) twelve (12) months following 180 days after the completion by the Company of a Qualified Initial Public Offering and or (ii) December 19, 2011, one or more Holders (the date that is four (4“Initiating Holders”) years after the date of this Agreement, the holders of at least 66-2/350% of the shares of Preferred Stock Registrable Shares then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request require the Company to register such Initiating Holders’ Registrable Shares under the Securities Act Act, provided that such registration covers an offering with an aggregate offering price of at least $5,000,000. Such Initiating Holder(s) shall notify the Company in writing (the “Demand Notice”) that it or they intend to offer or cause to be offered for public sale all or any portion of the shares Registrable Shares, and within ten (10) days of the receipt of such Demand Notice, the Company will so notify all other Holders as set forth in Section 2.1 above. The Company shall, within 45 days after delivery by the Company of such written notices, prepare and file with the Securities and Exchange Commission (the “SEC”), a registration statement for the purpose of effecting a registration under the Securities Act of all Registrable Shares that the Initiating Holders have requested to be registered. The Company shall use best efforts to cause such registration statement to be effective under the Securities held Act as soon as practicable, but in any event within 120 days after its receipt of the Demand Notice. (b) Notwithstanding anything contained in this Section 2.2 or Section 2.3 to the contrary, if the Company furnishes to the Holders requesting any registration pursuant to such sections a certificate signed by such requesting holder or holders for sale the President of the Company stating that, in the manner specified good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of a registration statement, then the Company shall have the right to defer the filing of a registration statement with respect to such noticeoffering for a period of not more than ninety (90) days from receipt by the Company of the Demand Notice; provided, however, that the shares Company may not exercise such right more than once in any twelve-month period; and provided that the Company shall not register any securities during such ninety (90) day period (other than a registration of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder securities in a Rule 145 transaction or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000with respect to an employee benefit plan). (bc) Following receipt If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as part of their request and the Company shall include such information in the written notice referred to above. (d) The underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any notice under this Section 4Holder to include his or her Registrable Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. (e) Notwithstanding the foregoing, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company shall, within twenty (20) days of receipt thereof, notify and the Company shall advise all holders Holders of Registrable Securities Shares which would otherwise be underwritten pursuant hereto, and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified Shares that may be included in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company underwriting shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number reduced as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined set forth in Section 8) incurred in connection with 2.1(c) above. (f) Notwithstanding the withdrawn registration statement)foregoing, and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 42.2: (i) if, within thirty (30) days following the Company’s receipt of the Demand Notice, the Company provides the Initiating Holders with written notice of its intent to file a registration statement for an initial Public Offering within sixty (60) days; (ii) during the period within ninety starting with the date of filing of, and ending one hundred eighty (90180) days after the effective date of a Qualified Initial Public Offering (provided that the Company shall make reasonable good faith efforts to cause such registration pursuant statement to Section 4 or Section 6 hereofbecome effective once it has been filed), or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (iiiii) if the Initiating Holders propose to dispose of shares of Registrable Securities to be registered Shares that may be immediately registered on Form S-3S-3 pursuant to a request made pursuant to Section 2.3 below or (iv) if the Company has effected two registrations and such registrations have been declared or ordered effective. (g) If all of the Initiating Holders withdraw from any proposed offering, the Demand Notice shall not count as a demand under this Section 2.2 if: (i) the Initiating Holders pay their pro rata share (based on the number of securities initially proposed to be included in such registration statement) of the expenses incurred by the Company in connection with such registration statement; or (iiiii) during the period within twelve (12) months withdrawal occurs promptly after the closing Initiating Holders receive notice of an initial public offering the occurrence of Common Stock by one or more events regarding the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by , which event or events may have a material adverse affect upon the Company for its own account, except as and to the extent that, in the opinion business or prospects of the managing underwriterCompany, and such inclusion would adversely affect the marketing Holders learn of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0such event or events after, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt the notice of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwritingDemand Notice. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any time after After receipt of a written request from one or more Holders (a “Requesting Holder”) requesting that Company effect a registration under the earlier of Securities Act covering at least (i) twelve thirty percent (1230%) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued Registrable Securities issuable upon conversion of the shares Series A Preferred Stock, (ii) thirty percent (30%) of Preferred Stock the aggregate of the Registrable Securities held by the Initial Investors or any transferee thereof, (iii) thirty percent (30%) of aggregate of the Registrable Securities held by Dara or any transferee thereof, or (iv) such Registrable Securities having a combination thereofminimum anticipated aggregate offering price of at least $5,000,000, and, with respect to (i), (ii), (iii), and (iv) specifying the intended method or methods of disposition of such Registrable Securities, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder (an “Electing Holder”), in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within fifteen (15) Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have Registrable Securities included in such registration pursuant to this Section 2, (a “Demand Registration”). Thereupon Company will, as expeditiously as is reasonably possible, but in any event within ninety (90) days following receipt of a written request pursuant to the Company preceding sentence, use its best efforts to register effect the registration under the Securities Act of all or any portion of the shares of Registrable Securities held by which the Requesting Holders and the Electing Holders have elected to include for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of such requesting holder or holders for sale in the manner specified in such noticeRegistrable Securities; provided, however, that Company shall not be required to effect more than two (2) Demand Registrations unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable or successor short form) under the Securities Act, in which event Company shall not be required to effect more than four (4) Demand Registrations in total (no more than two (2) of which may be required to be effected by Company at any time after the second anniversary of Company’s Initial Public Offering Date and only on Form S-3). The rights of Holders under this Section 2 shall terminate upon the second anniversary of Company’s Initial Public Offering Date unless Company shall become eligible at any time to file a registration statement on Form S-3 (or other comparable or successor short form) under the Securities Act. The rights of Holders under this Section 2 shall not become effective until the date that is six (6) months after Initial Public Offering Date. A registration will not be deemed to be a Demand Registration for purposes of the foregoing Demand Registration limits (i) until the registration statement relating to such registration (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold); provided that such registration shall not be deemed to be a Demand Registration if after it becomes effective (x) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority and (y) less than seventy-five percent (75%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the offering size is reduced pursuant to the advice of the managing underwriter in accordance with Section 2(b) such that (A) less than fifty percent (50%) of the Registrable Securities sought to be included in such registration are included or (B) the aggregate number of Registrable Securities included in such registration and any prior Demand Registration is less than sixty-six and two-thirds percent (66 2/3%) of the aggregate number of Registrable Securities sought to be included in such registration and the Registrable Securities which were sought to be included in such prior Demand-Registration. A registration will be deemed to be a Demand Registration for purposes of the Demand Registration limits if it is withdrawn at the request of the Requesting Holders unless Company is reimbursed by the Requesting Holders for all reasonable out-of-pocket expenses incurred by Company in connection therewith. (b) Neither Company nor any Electing Holders shall have the right to include any securities in the Demand Registration unless (i) such securities are of the same class as the Registrable Securities included in such registration and (ii) if any of the Registrable Securities covered by such registration are sold in an underwritten offering, Company and such Electing Holders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any of the Registrable Securities are to be sold in an underwritten offering and the managing underwriter shall have advised Company or any Requesting Holder that, in its opinion, the inclusion of any securities of Company or any Electing Holders would materially and adversely affect the distribution of the securities to be included in the Demand Registration by the Requesting Holders, then Company shall limit the number of securities to be included in the Demand Registration to the maximum amount which can be marketed without materially and adversely affecting the distribution of the securities to be included by the Requesting Holders in the Demand Registration and shall register in the Demand Registration (A) first, all shares of Registrable Securities, if any, for which Dara or any of its transferees thereof as Requesting Holders or Electing Holders have requested registration pursuant to Section 2(a) allocated, if necessary, on a pro rata basis, (B), second, all shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all Requesting Holders other than Dara or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall transferees thereof have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a requested registration pursuant to Section 4 or Section 6 hereof2(a) (allocated, or in which the holders of if necessary, on a pro rata basis), (C) third, all Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersElecting Holders other than Dara or any of its transferees thereof (allocated, if necessary, on a pro rata basis), and (D) fourth, all securities proposed to be included by Company in the Demand Registration.

Required Registration. (a) Any time after If the earlier of Corporation shall be requested (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the by holders of at least 66-2/3% ** of the shares of Preferred Stock then outstanding Restricted Securities (or shares of based on the underlying Common Stock issued upon conversion of for which the shares of Preferred Stock Restricted Securities are convertible or a combination thereofexercisable) may request to effect the Company to register registration under the Securities Act all of Restricted Shares, or any portion (ii) after the first registration pursuant to this Section 3.4, by one or more of the shares holders of Registrable Restricted Securities held by to effect the registration under the Securities Act of Restricted Shares having a proposed aggregate offering price equal to or greater than ** then the Corporation shall promptly give written notice of such requesting holder or proposed registration to all holders of Restricted Securities, and thereupon the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Shares that the Corporation has been requested to register for sale disposition as described in the manner specified request of such holders of Restricted Securities and in such noticeany response received from any of the holders of Restricted Securities within 30 days after the giving of the written notice by the Corporation; provided, however, that the shares of Registrable Corporation shall not be obligated to effect any registration under the Securities for which registration Act except in accordance with the following provisions and Section 3.6: -------------------- ** This portion has been redacted pursuant to a request for confidential treatment. (a) Subject to Section 3.6, the Corporation shall not be obligated to file and cause to become effective more than two (2) registration statements requested shall be at least 20% by Roche, in which Restricted Shares are registered under the Securities Act pursuant to this Section 3.4, if all of the shares of Registrable Securities then held by Restricted Shares offered pursuant to such requesting holder or holders (or a lesser percentage if registration statements are sold thereunder upon the anticipated gross receipts from the offering would exceed $40,000,000)price and terms offered. (b) Following receipt of any notice under Notwithstanding the foregoing, the Corporation may include in each such registration requested pursuant to this Section 4, 3.4 any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all Corporation or any portion of their issued and outstanding shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities ActCommon Stock for sale by others; provided, for public sale in accordance with the method of disposition described in paragraph (a) abovehowever, that, if the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares requested by the holders of Restricted Shares requesting such registration, then such registration shall be deemed to be a registration in accordance with and pursuant to Section 4 on two (2) occasions only3.5; providedand provided further, however, that the inclusion of such obligation shall be deemed satisfied only when (i) a registration statement covering all previously authorized but unissued shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective Corporation or issued and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such outstanding shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include others in any such registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent thatdoes not adversely affect, in the sole opinion of the managing underwriter, holders of Restricted Securities requesting such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor theretoregistration, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that ability of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Restricted Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in requesting such registration have been excluded, in such manner that to market the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the entire number of shares to be sold Restricted Shares requested by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersthem.

Required Registration. (a) Any If, at any time after the earlier expiration of the Lock-Up Term but no later than the tenth (i10th) twelve anniversary of such expiration (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement“Registration Rights Term”), the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding Company receives from any Holder or Holders a written request or requests (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or each, a combination thereof“Demand Request”) may request that the Company to register file a Registration Statement under the Securities Act to effect the registration (a “Required Registration”) of Registrable Securities, the Company shall use all reasonable efforts to file a Registration Statement covering such Holders’ Registrable Securities as soon as practicable (and by the applicable Filing Date) and shall use all reasonable efforts to, as soon as practicable thereafter, effect the registration of the Registrable Securities to permit or facilitate the sale and distribution in an Underwritten Offering of all or any such portion of the shares of such Holder’s or Holders’ Registrable Securities held by such requesting holder or holders for sale in the manner as are specified in such noticeDemand Request, subject however, to the conditions and limitations set forth herein; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, effect any registration of Registrable Securities upon receipt of a Demand Request pursuant to this Section 4: 2.1 if: (i) the Company has already completed three (3) Required Registrations; (ii) (A) in the event that the market value of all Registrable Securities outstanding is equal to or greater than $50,000,000, the market value of the Registrable Securities proposed to be included in the registration, based on the average closing price during the ten (10) consecutive trading days period prior to the making of the Demand Request, is less than $50,000,000 or (B) in the event that the market value of all Registrable Securities outstanding is less than $50,000,000, (i) less than all such Registrable Securities are proposed to be included in the registration, or (ii) the market value of all such Registrable Securities is less than $25,000,000; (iii) the Company shall furnish to the Holders a certificate signed by an authorized officer of the Company stating that (A) within ninety (90) days after of receipt of the effective date of Demand Request under this Section 2.1, the Company shall file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) issuable pursuant to Section 4 an employee stock option, stock purchase or Section 6 hereofsimilar plan, (y) issuable pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act or (z) in which the holders only securities being registered are securities issuable upon conversion of Registrable Securities debt securities which are also being registered), or (B) the Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of the Company’s Board of Directors, such disclosure would be seriously detrimental to the Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as reasonably practicable and thereafter file the Registration Statement, and each Holder agrees not to disclose any information about such material transaction to Third Parties until such disclosure has occurred or such information has entered the public domain other than through breach of this provision by such Holder), provided, however, that the Company shall have been entitled the right to join only defer the filing of the Registration Statement pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within this subsection once in any twelve (12) months month period and, such deferral may not exceed a period of more than one-hundred twenty (120) days after the closing receipt of an initial public offering of Common Stock by the Company.a Demand Request; (civ) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own accounthas, except as and to within the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(htwelve (12) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from month period preceding the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering the Demand Request, already effected one (1) Required Registration for any Holder pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting.2.1; or (dv) If in at any time during the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of period between the Company’s obligation receipt of the Demand Request and the completion of the Required Registration, any Holder is in breach of or has failed to register shares cause its Affiliates to comply with the obligations and restrictions of Sections 3, 5 or 6 of this Agreement, and such breach or failure is ongoing and has not been remedied; it being understood that (A) a one-time, inadvertent and de minimis breach of Section 5 shall not be deemed to be a breach of the obligations and restrictions under Section 5 for purposes of this Section provided that such registration includes at least 40% 2.1(v) and (B) a de minimis breach of Section 4.1(a) hereof, or an inadvertent breach of Section 4.1(g) hereof arising from informal discussions covering general corporate or other business matters the purpose of which is not intended to effectuate or lead to any of the shares actions referred to in paragraphs (a) through (e) of Registrable Securities so requested Section 4.1, shall not be deemed to be included by a breach of the requesting holdersobligations and restrictions under Section 4.1 for purposes of this Section 2.1(v).

Required Registration. (a) Any At any time after the earlier of date which is one hundred eighty (180) days following the Company’s Initial Public Offering, (i) twelve (12) months following a Qualified Public Offering and one or more of the holders of Registrable Securities constituting at least 50% of the total shares of Registrable Securities then outstanding, (ii) the date that is four (4) years after the date of this Agreement, the one or more holders of Series C-1 Registrable Securities, including at least 66-2/350% of the total shares of Series C-1 Registrable Securities then outstanding, may request that the Company register for sale under the Securities Act all or any portion of the shares of Preferred Stock then outstanding Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice, or (iii) one or more holders of Series E Registrable Securities, including at least 50% of the total shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) Series E Registrable Securities then outstanding, may request that the Company to register for sale under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that in the shares case of Registrable Securities for which registration has been requested shall (ii) and (iii) above, such holders must be requesting that the Company register at least 20% of the shares Registrable Securities then outstanding (or if less, the greater of (i) all the remaining Registrable Securities then held by such requesting holder or holders and (or ii) one percent (1%) of the total shares of capital stock of the Company then outstanding) and further provided that such Registrable Securities are not capable of being sold over a lesser percentage if period of six (6) months under Rule 144 under the anticipated gross receipts from the offering would exceed $40,000,000)Securities Act. (b) Following receipt of any notice under this Section 43.3, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its commercially reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving receipt of such notice by the Companysuch holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4 3.3 on two one (21) occasions occasion only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all at least 50% of the shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold pursuant thereto. Notwithstanding anything to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not contrary contained herein, no request may be obligated to effect, or to take any action to effect, any registration pursuant to made under this Section 4: 3.3 either (i) during after the period within effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to ninety (90) days after the effective date of such registration statement (provided that in any 12-month period there shall be no more than one such 90-day period or an aggregate of 90 days during which no request may be made under this Section 3.3) or (ii) more than once in any twelve (12) month period. (c) If the holders requesting such registration 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 3.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4 or Section 6 hereof3.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the greatest number of the shares of Registrable Securities to be registered sold in such offering may designate the managing underwriter of such offering, which underwriter shall be immediately registered on Form S-3; reasonably acceptable to the Company. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 3.3(d) below. (iiid) during A registration statement filed pursuant to this Section 3.3 may, subject to the period within twelve following provisions, include (12i) months after the closing of an initial public offering shares of Common Stock for sale by the Company. Company for its own account and (cii) The shares of Common Stock held by persons who by virtue of agreements with the Company shall be in compliance with the provisions of Section 3.12 hereof are entitled to include such shares in any such registration statement referred (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in this Section 4 customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to the Company and such Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock held by Other Shareholders (other than Registrable Securities) and shares of Common Stock to be sold by the Company for its own account, except as and account shall be excluded from such registration to the extent thatso required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the opinion of shares held by the Other Shareholders to the extent required by the managing underwriter, such inclusion would adversely affect then to the marketing shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be soldregistered under this Section 3.3, then Registrable Securities shall be excluded pro rata based on the selling holders’ ownership of Registrable Securities. Subject In any event all securities to Section 14(h) be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and except the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form X-0S-4 under the Securities Act, X-0 Form S-8 under the Securities Act or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 3.3 until thirty ninety (3090) days after the effective date of such registration statement is declared effective. The right of (provided that in any holder to include such holder’s Registrable Securities in an underwritten registration 12-month period there shall be conditioned upon no more than one such holder’s participation in such underwriting and the inclusion 90-day period or an aggregate of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to 90 days during which no request may be registered made under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d3.3), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time beginning 180 days after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this AgreementCompany=s initial underwritten public offering or, if earlier, on June 30, 2000, the holders of Restricted Stock constituting at least 66-2/3% a majority of the total shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, provided that the shares of Registrable Securities Restricted Stock for which registration has been requested shall be constitute at least 20% a majority of the total shares of Restricted Stock originally issued. For purposes of this Section 4 and Sections 5, 6, 14(b) and 14(e), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon full conversion of all Preferred Shares and/or Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares and/or Warrants shall be entitled to sell such Preferred Shares and/or Warrants to the underwriters for conversion and sale of the shares of Registrable Securities then held Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by such requesting holder the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)6. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering the Company will designate the managing underwriter of such offering, which managing underwriter shall be reasonably acceptable to a majority of the holders selling Restricted Stock in such offering. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold pursuant thereto, subject to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companyapplicable underwriters= cutbacks. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except Except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion completion of the managing underwriter the inclusion period of all distribution of the Registrable Securities requested to be registered under this Section 4 would adversely affect registration contemplated thereby; provided, however, that if at the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after time any shares to be sold written request for registration is received by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d)4, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such registration written request shall still count towards satisfaction be deemed to have been given pursuant to Section 5 or 6 hereof rather than this Section 4, and the rights of the Company’s obligation holders of Restricted Stock covered by such written request shall be governed by Section 5 or 6 hereof; provided, further, however, that if the Company does not file its registration statement within 90 days after such written request, the Company shall immediately thereafter file a registration statement pursuant to register shares under the written request in accordance with the provisions of this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders4.

Required Registration. (ai) Any At any time after the earlier earliest of (iA) twelve six months after a registration statement covering a public offering of shares of Common Stock, in which the aggregate price paid for such shares shall be at least $30,000,000 and the price paid by the public for such shares shall be at least $3.57 per shares (12) months following a “Qualified Public Offering Offering”), shall have become effective and (iiB) the date that is four (4) years after the date of this Agreement, 2009, the holders of at least 66-2/3% of the shares of Preferred Restricted Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; , provided that the reasonably anticipated aggregate price to the public of such public offering would exceed $10,000,000. (ii) For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Registrable Securities for which registration has been requested Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be at least 20% entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)Common Stock issued upon conversion thereof. (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders of Registrable Securities and Preferred Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch notice from requesting holders, the number of shares of Registrable Securities Restricted Stock specified in such notice (and in all notices received by the Company from other holders within thirty (30) 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Securities Restricted Stock pursuant to this Section 4 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities Restricted Stock specified in notices received as aforesaid (and not subsequently withdrawn) aforesaid, for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including other than shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which withdrawn by the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Companythereof. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities Restricted Stock to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders.

Required Registration. (a) Any At any time after the earlier expiration of the six (i6) twelve (12) months month period following a Qualified Public Offering and (ii) the date that is four (4) years after closing of the date IPO, one or more of this Agreementthe Holders of Registrable Securities, the holders of constituting at least 66-2/340% of the total shares of Preferred Stock Registrable Securities then outstanding (or shares of Common Stock issued upon conversion of and for which the shares of Preferred Stock or a combination thereof) gross aggregate offering price is reasonably anticipated to be at least $15,000,000, may request that the Company to register for sale under the Securities Act up to all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale Holders in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 44.1(a), the Company shall, within twenty (20) days of receipt thereof, shall immediately notify all holders Holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders Holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register file a registration statement under the Securities ActAct of all Registrable Securities requested to be registered pursuant to Section 4.1(a) within forty-five (45) days of receipt of the notice from the Holders pursuant to Section 4.1(a), for public sale and use all commercially reasonable efforts to cause such registration to be effective under the Securities Act in accordance with the method of disposition specified in the notice from the requesting Holders described in paragraph (aSection 4.1(a) above, the number of shares of Registrable Securities specified in such notice as soon as possible but not later than one hundred eighty (and in all notices received by the Company from other holders within thirty (30180) days after the giving of its receipt of such notice by the Company)notice. The Company shall be obligated to register the Registrable Securities pursuant to this Section 4 4.1 on two (2) occasions only; , provided, however, that such obligation the Company shall be deemed satisfied only when obligated to effect additional registrations pursuant to this Section 4.1 to the extent that the Holders of Registrable Securities were unable to include all of such Registrable Securities in the first or second registration pursuant to this Section 4.1 as a result of a reduction by the managing underwriter, if any, pursuant to Section 4.1(d). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to ninety (90) days after the effective date of such registration statement. (c) If the Holders requesting such registration 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 4.1 and the Company shall include such information in the written notice referred to in Section 4.1(b) above. The right of any Holder to registration pursuant to this Section 4.1 shall be conditioned upon such Holder’s agreeing to participate in such underwriting and to permit inclusion of such Holder’s Registrable Securities in the underwriting. Subject to the consent of the Holders of at least a majority of the Registrable Securities proposed to be included in such registration, the Board shall designate the managing underwriter of such offering. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) a registration statement covering all shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by officers or such lesser number as permitted by Section 4(d) below) directors of Registrable Securities specified the Company, in notices received as aforesaid (and not subsequently withdrawn) each case for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless Holders. If such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon underwritten, the Company, such holder’s participation in requesting Holders and such underwriting officers and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders directors proposing to distribute their securities shares through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the representative of the underwriter or underwriters selected for such underwriting. (d) underwriting on terms no less favorable to such officers or directors than the terms afforded the Holders of Registrable Securities included in such registration other than with respect to any terms relating to the directors and officers in their respective capacities as such. If in and to the opinion of extent that the managing underwriter determines that marketing factors require a limitation on the inclusion number of all shares to be included in such registration, such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares4.1, shares to be sold by the holders of then Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares securities to be sold shall be allocated among the requesting holders selling Holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included owned by the requesting holders.such

Required Registration. (a) Any time after If the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the Company shall be requested by --------------------- holders of at least 66-2/3% a majority of the shares outstanding Shares to effect the Registration of Preferred Stock Registrable Securities, then outstanding (or shares the Company shall promptly give written notice of Common Stock issued upon conversion such proposed Registration to all holders of Shares, and thereupon the Company shall promptly use its best efforts to effect the Registration of the shares of Preferred Stock or a combination thereof) may request Registrable Securities that the Company has been requested to register under Register for disposition as described in the Securities Act all or request of such holders of Shares and in any portion response received from any of the shares holders of Registrable Securities held by Shares within ten (10) days or such requesting holder or holders for sale longer period as shall be set forth in the manner specified in such notice, after the giving of the written notice by the Company; provided, however, that the shares of Registrable Securities for which registration has been requested Company ----------------- shall not be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of obligated to effect any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale Registration except in accordance with the method of disposition described in paragraph following provisions: (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or file and cause to take any action to effect, any become effective more than one (1) registration statement in which Registrable Securities are Registered pursuant to this Section 4: 2.2. (ib) during Notwithstanding the period within ninety foregoing, the Company may include in each such Registration requested pursuant to this Section 2.2 any authorized but unissued shares of Common Stock (90or authorized treasury shares) days after for sale by the effective date Company or any issued and outstanding shares of Common Stock for sale by others, provided, however, that, if the number of shares of Common Stock so included -------- ------- pursuant to this clause (b) exceeds the number of Registrable Securities requested by the holders of Shares requesting such Registration, then such Registration shall be deemed to be a registration Registration in accordance with and pursuant to Section 4 or Section 6 hereof2.3; and provided further, or in which however, that the holders inclusion of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the -------- ---------------- such previously authorized but unissued shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the CompanyCompany or issued and outstanding shares of Common Stock by others in such Registration shall not prevent the holders of Shares requesting such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be entitled required to include in any file a registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty 2: (30i) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall within six (together with the Company6) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only months after any shares to be sold other registration by the Company and any (other parties including shares than under "Excluded Forms," as defined in Section 2.3(a) below) or (ii) for sale in such registration have been excluded, in such manner that six (6) months after the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten request for registration under this Section 4 2.2 if the Company is reduced pursuant to this Section 4(d)then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, or such registration shall still count towards satisfaction of shorter period ending on the Company’s obligation to register shares under this Section provided date, whichever first occurs, that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holderstransaction is publicly disclosed, abandoned or consummated.

Required Registration. (a) Any At any time after the earlier first anniversary of the date hereof and prior to the seventh anniversary of the date hereof, the Holder(s) of at least 25% of the then unregistered Shares may notify ABIOMED in writing that such Holder(s) intend to offer or cause to be offered for sale unregistered Shares and request ABIOMED to cause such Shares to be registered under the Securities Act if such registration may be effected on Form S-3 (ior any similar or successor form promulgated by the SEC). Such right to require registration shall be available to Holders on not more than a total of three (3) occasions, and on not more than one (1) occasion during any twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreementmonth period, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by provided such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested right shall be at least 20% of deemed to have been used only upon a registration statement on Form S-3, or successor form, becoming and remaining effective in accordance with such request and the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)provisions hereof. (b) Following receipt of Upon a request pursuant to Section 7.2(a), ABIOMED will use commercially reasonable efforts as soon as practicable thereafter to prepare and file a registration statement on the appropriate form covering such Shares. Neither ABIOMED nor any notice under Other Holder may include any securities in any registration statement requested pursuant to this Section 4, 7.2 which relates to an underwritten offering unless the Company shall, within twenty (20underwriter or underwriters managing the offering shall determine and advise in writing that such inclusion will not interfere with the marketing of the securities to be offered by the requesting Holder or Holders. Any Holder or Holders intending to request a registration pursuant to Section 7.2(a) days shall notify each other Holder of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within request at least thirty (30) days thereafter prior to making the request and shall permit each such other Holder to join such request provided that such other Holder, within fifteen (15) days of receipt of such notification, so indicates his or her intention in writing to the Company to include Holder or Holders from which such notification was received. ABIOMED, if requested, shall provide reasonable assistance in such notification process. If the requested registration all or any portion of their shares of Registrable Securities. The Company underwriter managing such an offering shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, determine that the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities Shares proposed to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion included would adversely affect interfere with the marketing of the Registrable Securities same, then the number of Shares proposed to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date included in such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting reduced to the extent provided hereindeemed appropriate by such managing underwriter pro rata among the Holders joining in such request in proportion to the number of Shares then held by each, giving effect to the provisions of the last two sentences of Section 7.3 below. All holders proposing ABIOMED shall have the right once per request to distribute their securities through such underwriting shall defer for a reasonable period (together with not to exceed six (6) months) the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If filing of any registration statement requested hereunder if, in the opinion reasonable judgment of the managing underwriter the inclusion ABIOMED's Board of all of the Registrable Securities requested to be registered under this Section 4 Directors, such registration would materially interfere with or materially and adversely affect the marketing aftermarket of such sharesany recently completed public offering, shares or any then existing negotiations for financing arrangements of ABIOMED, or any material business transaction then pending or being negotiated, or any arrangement or plan of ABIOMED, then pending or being negotiated in good faith, relating to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excludedacquisition, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d)disposition, such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersmerger or similar transaction.

Required Registration. (a) Any At any time after 90 days from the earlier date of the issuance and sale of the Series B Preferred Stock (i) twelve (12) months following a Qualified Public Offering and Doubletree, (ii) the date that is four (4) years after the date of this Agreement, the holders of Investors holding at least 66-2/350% of the shares of the Series A Preferred Stock then outstanding Eligible Securities or (or shares of Common Stock issued upon conversion iii) Investors holding at least 50% of the shares of Series B Preferred Stock or a combination thereof) Eligible Securities may request deliver to the Company a written request that the Company file and use its best efforts to register cause to become effective a registration statement under the Securities Act all or any portion with respect to such number of the shares of Registrable Eligible Securities held owned by such requesting holder Doubletree or holders for sale in the manner Investors as shall be specified in such noticerequest (a "Registration Request"); provided, however, that the shares of Registrable Securities for which Company shall not be obligated to effect any such registration has been requested shall be at least 20% pursuant to subsections (ii) or (iii) on behalf of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if Investors unless the anticipated gross receipts from the aggregate offering price, net of underwriting discounts and commissions, would exceed $40,000,00020,000,000. Except as otherwise provided in Section 2(b)(iv), 2(b)(v) and 2(b)(vi) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, (b) more than two registration statements at the demand of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two registration statements at the demand of Investors holding shares of Series B Preferred Eligible Securities. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registration Request made by the Investors holding shares of Series A Preferred Eligible Securities may be identified by such Requesting Holders as a "Series A Priority Demand." The second Registration Request made by Investors holding shares of Series B Preferred Eligible Securities may be identified by such Requesting Holders as a "Series B Priority Demand". (b) Following As soon as practicable following the receipt of any notice under this Section 4a Registration Request, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall will use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described specified in paragraph (a) abovesuch Registration Request, the number of shares of Registrable Eligible Securities specified in such notice Registration Request (and the number of Eligible Securities specified in all notices received by the Company from other holders Holders within thirty (30) 20 days after the giving their receipt of such notice by the Companydelivered pursuant to Section 4 hereof). The Company shall will also be obligated entitled to register Registrable Securities include in any registration statement filed pursuant to this Section 4 on two (2) occasions only; provideda Registration Request, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period in such Registration Request, such number of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation shares of Common Stock as the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with desire to sell for its own account. If the withdrawn registration statement), and (ii) where such registration statement has become effective, if such method of disposition sale designated is a firm commitment an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company Company, which acceptance shall not be obligated to effectunreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), or to take any action to effect, any registration pursuant to this Section 4: (i) during the period within ninety (90) days after the effective date of a registration pursuant to Section 4 or Section 6 hereof, or in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if the shares of Registrable Securities to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriterunderwriter or underwriters (if the method of disposition shall be an underwritten public offering), such inclusion would adversely affect marketing considerations require the marketing reduction of the Registrable number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be sold. Subject registered on behalf of the Company shall be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of XxXxxx, the Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; (iii) The number of shares of Eligible Securities to be registered on behalf of Doubletree and the Investors shall be reduced pro rata according to the number of shares of Eligible Securities held by each; provided, however, that in connection with a Series A Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; and provided, further, that in connection with a Series B Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; (iv) Notwithstanding the foregoing, if in connection with any Registration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall have been reduced, the number of Registration Requests granted to Doubletree pursuant to clause 2(a) above shall be increased by one; (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series A Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series A Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; (vi) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series B Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series B Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; and (vii) In no event shall any registration of Common Stock by the Company pursuant to Section 14(h(vi)(b) and except for registration statements on Form X-0, X-0 of the Series A Certificate of Designation or Section (vi)(b) of the Series B Certificate of Designation constitute a Registration Request allowable to any successor theretoHolder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company will shall not be obligated to file with the Commission any other a registration statement with respect to its Common Stock, whether for its own account or that at the demand of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering any Holder pursuant to this Section 4 until thirty (30) 2 within 180 days after following any underwritten public offering of Common Stock or of securities of the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter Company convertible into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected exercisable or exchangeable for such underwritingCommon Stock. (d) If in Notwithstanding anything to the opinion contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Series A Preferred Eligible Securities or shares of Series B Preferred Eligible Securities, as the case may be, shall not effect or diminish any other rights of such Holder hereunder with respect to any other securities of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of Company held by such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersHolder.

Required Registration. (a) Any Filing of Registration Statement The Company will, at any time after the earlier of (i) twelve (12) months following a Qualified the Initial Public Offering Date and (ii) January 30, 2001 and upon the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% written request of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request Initiating Holders requesting that the Company to register effect the registration under the Securities Act of all or any portion part of the shares of such Initiating Holders' Registrable Securities held by such requesting holder or holders for sale in and specifying the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall to be at least 20% sold and the intended method of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000). (b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt disposition thereof, notify promptly give written notice of such requested registration to all holders of Registrable Securities Securities, and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall thereupon will use its reasonable best efforts to register effect the registration (the "Required Registration") under the Securities Act, for public sale in accordance with Act of: (i) the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received that the Company has been so requested to register by the Initiating Holders; and (ii) all other Registrable Securities that the Company from other has been requested to register by the holders thereof by written request given to the Company within thirty (30) 30 days after the giving of such written notice by the Company). The Company (which request shall be obligated to register specify the Registrable Securities pursuant to this Section 4 on two be sold and the intended method of disposition of such Registrable Securities); all to the extent required to permit the disposition (2in accordance with the intended method thereof as aforesaid) occasions onlyof the Registrable Securities so to be registered; provided, however, that such obligation shall be deemed satisfied only when that (iA) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses required to effect only one (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii1) where such registration statement has become effective, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold to the underwriters pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 4: 6.1 that is deemed effected under Section 6.1(e) and in respect of which the Company shall pay all of the registration expenses and (iB) during the period within ninety (90) Company shall be required to effect additional demand registrations under this Section 6.1 after 365 days after the effective registration referred to in subclause (A) shall have been effected if, but only if, (aa) not more than one such additional registration shall have been demanded under this Section 6.1 in the 365 day period ending on the date on which the written request in respect of a such additional demand registration shall have been received by the Company and (bb) the holders of Registrable Securities whose Registrable Securities are to be registered pursuant to Section 4 or Section 6 hereofsuch additional demand registration have undertaken, or in which writing, to pay all out-of-pocket registration expenses incurred by the Company in connection therewith, provided that none of such out-of-pocket registration expenses to be so paid by the holders of Registrable Securities shall include expenses that the Company would have been entitled had to join pursuant to Section 5; (ii) if the shares of Registrable Securities incur notwithstanding any such additional demand registration and such out-of-pocket registration expenses to be registered may be immediately registered on Form S-3; or (iii) during the period within twelve (12) months after the closing of an initial public offering of Common Stock by the Company. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold. Subject to Section 14(h) and except for registration statements on Form X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until thirty (30) days after the date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold so paid by the holders of Registrable Securities shall be excluded only after any shares reduced by the portion thereof attributable to Securities to be sold by registered for the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction account of the Company’s obligation to register shares under this , the Non-Management Investors or any other Person, as more particularly provided for in Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holders6.1(d).

Required Registration. (a) Any At any time after the earlier Initial Public Offering, one or more of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of Series A Shares (the "Series A Investors") constituting at least 66-2/320% of the shares total number of Preferred Stock Registrable Securities then outstanding and held by the Series A Investors (or shares of Common Stock issued upon conversion of their "permitted transferees" (as defined in the shares of Preferred Stock or a combination thereofAmended Articles)) may request the Company to register for sale under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; providedPROVIDED, howeverHOWEVER, that the shares proposed offering price of the Registrable Securities for which registration has been requested shall held by such holder or holders must be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000)US$5,000,000. (b) Following receipt of any notice under this Section 43.3, the Company shall, within twenty (20) days of receipt thereof, shall promptly notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 180 days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving receipt of such notice by the Companysuch holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 4 3.3 on two (2) occasions only; , provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) except to the extent reduced by the managing underwriter, if any, pursuant to Section 3.3(d)), for sale in accordance with the method of disposition specified by the requesting holders holders, shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Registration Expenses (as defined in Section 8) incurred in connection with the withdrawn registration statement), and (ii) where such registration statement has become effectiveand, if such method of disposition is a firm commitment underwritten public offering, and all such shares shall have been sold pursuant thereto. Notwithstanding anything to the underwriters pursuant thereto (not including shares eligible for sale pursuant contrary contained herein, no request may be made under this Section 3.3 during the period commencing 60 days prior to the underwriters’ over-allotment option). The Company's good faith estimate of the effectiveness of a registration statement filed by the Company shall not be obligated to effect, or to take any action to effect, any registration covering a firm commitment underwritten public offering (other than pursuant to this Section 4: (i3.3) during and prior to the later to occur of the completion of the period within ninety (90) of distribution for such offering or 120 days after the effective date of such registration statement. (c) If the holders requesting such registration 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 3.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4 or Section 6 hereof3.3 shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, or in the Company may designate the managing underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to the holders of Registrable Securities shall have been entitled to join pursuant to Section 5; (ii) if at least a majority in interest of the shares of Registrable Securities to be registered sold in such offering. A holder may be immediately registered on Form S-3; elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 3.3 may, subject to the following provisions, include (i) Ordinary Shares for sale by the Company for its own account, (ii) Ordinary Shares held by officers or directors of the Company and (iii) during Ordinary Shares held by persons who by virtue of agreements with the period within twelve (12) months after Company in compliance with the closing provisions of an initial public offering of Common Stock by the Company. (c) The Company shall be Section 3.13 hereof are entitled to include such shares in any such registration statement referred (the "Other Shareholders"), in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in this Section 4 customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (other than Registrable Securities) of Common Stock the Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account, except as and account shall be excluded from such registration to the extent thatso required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the opinion Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, such inclusion would adversely affect and then to the marketing shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, ratable among them on the basis of the respective number of shares held by each of them. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities to be soldregistered under this Section 3.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. Subject In any event all securities to Section 14(h) be sold other than Series A Registrable Securities will be excluded prior to any exclusion of Series A Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and except the managing underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form X-0, X-0 or any comparable form or successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common StockOrdinary Shares, whether for its own account or that of other stockholdersshareholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 3.3 until thirty (30) the completion of the period of distribution of the registration contemplated thereby or 120 days after the effective date such registration statement is declared effective. The right of any holder to include such holder’s Registrable Securities in an underwritten registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities registration, whichever is earlier, if in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected for such underwriting. (d) If in the opinion good faith judgment of the managing underwriter marketing factors would materially adversely affect the inclusion of all price of the Registrable Securities requested subject to be registered under this Section 4 would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities shall be excluded only after any shares to be sold by the Company and any other parties including shares for sale in such registration have been excluded, in such manner that the shares to be sold shall be allocated among the requesting holders pro rata based on their ownership of Registrable Securities. In the event the number of shares to be sold by requesting holders of Registrable Securities pursuant to an underwritten registration under this Section 4 is reduced pursuant to this Section 4(d), such registration shall still count towards satisfaction of the Company’s obligation to register shares under this Section provided that such registration includes at least 40% of the shares of Registrable Securities so requested to be included by the requesting holdersregistration.