Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time after the earlier of three (3) years from the date hereof, or six (6) months after the Company’s initial public offering, the holders of Restricted Stock constituting two-thirds (66-2/3%) of the total shares of Restricted Stock then outstanding may request that the Company 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, 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 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 entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.

Required Registration. (a) At any time after the earlier of three (3) years from the date hereof, or six (6) months beginning 180 days after the Company’s =s initial underwritten public offeringoffering or, if earlier, on June 30, 2000, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least a majority of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the anticipated aggregate price to the public shares of such offering is Restricted Stock for which registration has been requested shall constitute at least $5,000,000a majority of the total shares of Restricted Stock originally issued. For purposes of this Section 4 and Sections 5, 6, 15(a14(b) and 15(f14(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 the Preferred Stock Shares or Warrants upon full conversion of all shares of Preferred Stock; 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 shares of Preferred Stock Shares and/or Warrants shall be entitled to sell such shares of Preferred Stock Shares and/or Warrants to the underwriters for conversion and sale of the shares of 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 180 120 days after the effective date of any a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At any time after the earlier of three (3i) five (5) years from after the date hereof, or six (6ii) months 180 days after the Company’s initial public offeringan IPO, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 40% in interest of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the offering has an anticipated aggregate offering price to the public of such offering is at least that exceeds $5,000,00015,000,000. 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 Shares upon conversion of all shares of Preferred StockShares; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of 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 Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) S-1 filed with the Commission by the Company for the purpose of registering shares for sale by the Company; provided that holders of Restricted Stock have been provided the opportunity to register their respective shares of Restricted Stock held by them pursuant to Section 5 of this Agreement.

Required Registration. (a) At any time after the earlier earliest of three (3i) years from six months after any registration statement covering a public offering of securities of the date hereofCompany under the Securities Act shall have become effective, or (ii) six (6) months after the Company’s initial public offeringCompany shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 20% of the total shares of Restricted Stock then outstanding may request that 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, however, that notice if either (A) the reasonably anticipated aggregate price to the public of such public offering is would exceed $5,000,000, or (B) the shares of Restricted Stock for which registration has been requested shall constitute at least $5,000,00030% of the total shares of Restricted Stock then outstanding. For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; 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, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of shares of Preferred Stock Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 180 120 days after the effective date of any a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering 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 for sale by the Companyof Restricted Stock as to which registration shall have been requested.

Required Registration. (a) At any time after the earlier of three (3) years from the date hereofbeginning January 1, or six (6) months after the Company’s initial public offering2003, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 50% of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 25% of the total shares of Restricted Stock originally issued (or any lesser percentage if the anticipated aggregate offering price to the public of such offering is at least would exceed $5,000,00010,000,000). For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; 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 shares of Preferred Stock Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 4(a) within 180 120 days after the effective date of any a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At any time after the earlier earliest of three --------------------- (3i) years from six months after any registration statement covering a public offering of securities of the date hereofCompany under the Securities Act, or other than on Form S-8, shall have become effective, (ii) six (6) months after the Company’s initial public offeringCompany shall have become a reporting company under Section 12 of the Exchange Act, and (iii) June 30, 1997, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 40% of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the shares of Restricted Stock for which registration -------- has been requested shall constitute at least 20% of the total shares of 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 holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering is at least would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; 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 Class A 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 shares of Preferred Stock Shares shall be entitled entitled, subject to the agreement of the underwriters, to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of Class A 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 a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering 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 for sale by the Companyof Restricted Stock as to which registration shall have been requested.

Required Registration. (a) At any time after the earlier of three If, one hundred eighty (3180) years from the date hereof, or six (6) months after days following an initial public offering by the Company’s initial , on any two (2) occasions, Holders of not less than a majority of the Registrable Securities then outstanding notify the Company in writing that it or they intend to offer or cause to be offered for public offering, the holders of Restricted Stock constituting two-thirds sale at least twenty percent (66-2/320%) of the total shares then issued and outstanding Registrable Securities have an aggregate proposed offering price of Restricted Stock then outstanding may not less than $500,000, the Company will notify all of the Holders of Registrable Securities. Upon the written request of any such Holder delivered to the Company within fifteen (15) days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering of its securities to the public, in which case the rights of such Holders shall be as set forth in Section 6.1 (except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder), or (ii) use its best efforts to cause such of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Section 6.2. Nothing in this Section 6.2 shall prohibit other stockholders from participating in any such offering, provided that if the principal underwriter shall reasonably and in good faith determine that less than all or any portion of the shares of Restricted Stock held proposed to be offered by the Holders and such requesting holder or holders for sale other stockholders should be included in an offering pursuant to this Section 6.2, any reduction in the manner specified in shares to be offered by Holders and such notice, provided, however, that other holders will be made on a pro rata basis among the anticipated aggregate price to the public of Holders and 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 Common Stock; provided, further, however, thatother holders, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders accordance with their respective ownership of shares stock of Preferred Stock shall be entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.

Required Registration. (a) At any time after the earlier of three (3) years from the date hereofthird anniversary of December 20, 2007 or six (6) months after the consummation of the Company’s initial public offeringoffering of Common Stock, the holders of Restricted Stock constituting two-thirds Stockholders holding at least fifty eight percent (66-2/358%) of all Conversion Shares or Founders holding a majority of the total shares of Restricted Founder Stock then outstanding may request that the Company to register under the Securities Act the public resale of 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, however, ; provided that the Restricted Stock requested by all holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public of such offering is at least not less than $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(f15(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 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 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 entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of 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 (i) within 180 days after the effective date of any a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for with respect to the purpose initial public offering of registering shares for sale the Company’s stock or (ii) within 90 days after the effective date of a registration statement filed by the Company with respect to any other underwritten offering of the Company’s stock with respect to which the Stockholders were entitled to join pursuant to Sections 4, 5 or 6.

Required Registration. (a) At any time after the earlier of three (3) years from the date hereof, or six (6) months after the Company’s initial public offeringInitial Public Offering or August 19, 2006 (but not within 180 days of the holders effective date of Restricted Stock constituting two-thirds (66-2/3%) any registration statement for the Company’s Initial Public Offering), Investors who in the aggregate hold at least 33% of the total shares of Series F Restricted Stock then outstanding may request that by written notice to the Company request the Company to register under the Securities Act all or any portion of the shares of Series F Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided, however, provided that either (i) the registration statement pursuant to this Section 2.3(a) involves at least 25% of the Series F Restricted Stock then outstanding or (ii) the reasonably anticipated aggregate price to the public of for such offering is at least Series F Restricted Stock would exceed $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(f)2.3, the term “Series F Restricted Stock” shall be deemed to include the number of shares of Series F Restricted Stock which would be issuable to a holder of the Series F Preferred Stock upon conversion of all shares of Series F Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, and provided further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 62.3, the holders of shares of Series F Preferred Stock shall be entitled to sell such shares of Series F Preferred Stock to the underwriters (with the underwriters’ approval) for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.

Required Registration. (a) At any time after the earlier of three (3i) years from the date hereof, or six (6) months after the Company’s initial public offering180th day after the date on which the Initial Public Offering shall have become effective, and (ii) January 22, 2004: either (x) the holders Holders of Restricted Stock constituting two-thirds at least fifteen percent (66-2/315%) of the total shares of Restricted Stock Series B Conversion Shares then outstanding or, if the Initial Public Offering shall not have been consummated, the Holders of at least forty percent (40%) of the total Series B Conversion Shares then outstanding (the "Series B Initiating Holder(s)"); or (y) the Holders of at least fifteen percent (15%) of the total Series C Conversion Shares then outstanding or, if the Initial Public Offering shall not have been consummated, the Holders of at least forty percent (40%) of the total Series C Conversion Shares then outstanding (the "Series C Initiating Holder(s)" and, together with the Series B Initiating Holder(s), the "Initiating Holder(s)"), may request that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders Initiating Holder(s) for sale in the manner specified in such notice, ; provided, however, that the reasonably anticipated aggregate offering price to the public of such offering is at least Registrable Securities equals or exceeds $5,000,00015,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f)13(d) hereof, 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 Common Stock; , and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 66 hereof, the holders of shares of Series B Preferred Stock or Series C Preferred Stock shall be entitled to sell such shares of Series B Preferred Stock or Series C Preferred Stock, as the case may be, to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of three (3) years from June 21, 2001 or the date hereof, or that is six (6) months after the consummation of the Company’s initial 's first underwritten public offering, (i) the holders of Restricted Stock (excluding for purposes of this clause (i) Conversion Shares relating to the Series C Preferred Stock) constituting two-thirds at least sixty percent (66-2/360%) in interest of the total shares of such Restricted Stock then outstanding outstanding, taken together as a single class or (ii) the holders of Restricted Stock relating to the Series C Preferred Stock constituting at least sixty percent (60%) in interest of the total shares of such Restricted Stock then outstanding, taken together as a single class, may request that 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, however, that the anticipated aggregate price to the public of such offering is at least $5,000,000. For purposes of this Section 4 (unless otherwise specified herein) and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Purchased Shares upon conversion of all shares of Convertible Preferred StockStock 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; 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 Purchased Shares shall be entitled to sell such shares of Preferred Stock Purchased Shares to the underwriters for conversion and sale of the shares of 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 a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At Beginning at any time after the earlier of three (3) years from the date hereof, or six (6) months after the Company’s initial public offeringof this Agreement, the holders of Restricted Stock constituting twoat least seventy-thirds five percent (66-2/375%) in interest of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the anticipated aggregate price to the public of such offering is at least would exceed $5,000,0005,000,000 and provided that if such request occurs prior to the Company's initial public offering such request shall be subject to the opinion of the managing underwriter that such an offering would not adversely affect the marketing of such shares. For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred StockStock 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; 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 Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At any time after the earlier of three (3i) years from the date hereofthird anniversary of this Agreement, or six and (6ii) months 90 days after the Company’s 's initial public offeringoffering of its securities under the Securities Act, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 35% of the voting power of the total shares of Restricted Stock then outstanding may request that 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, 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 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 Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) (1) At any time after the earlier of three (3i) years from one year after any registration statement covering a public offering of securities of the date hereofCompany under the Securities Act shall have become effective or (ii) April , or six (6) months after the Company’s initial public offering2003, then the holders of Preferred Restricted Stock (excluding Series E Restricted Stock) constituting two-thirds (66-2/3%) at least 50% of the total shares of Preferred Restricted Stock then outstanding (excluding Series E Restricted Stock) may request that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Common Securities held by such requesting holder or holders for sale in the manner specified in such notice, provided, however, provided that the particular shares of Common Securities for which registration has been requested by holders described in this paragraph (1) shall represent the least of (x) at least 20% of the total shares of Series B Restricted Stock, Series C Restricted Stock, and Series D Restricted Stock originally issued by the Company, and (y) all shares of Series B Restricted Stock, Series C Restricted Stock, and Series D Restricted Stock then outstanding, and (z) shares for which the reasonably anticipated aggregate price to the public of such public offering is at least would exceed $5,000,00010,000,000. For purposes of this Section 4 and Sections 5Furthermore, 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 with respect 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 registration request pursuant to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6paragraph (1), the holders of a majority of the shares of Preferred Restricted Stock to be registered shall be entitled to sell such shares of Preferred Stock to select the underwriters lead managing underwriter for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be requests 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 in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company4(a)(1).

Required Registration. (a) At any time after the earlier of three (3i) six (6) years from the date hereof, first day on which any shares of Preferred Stock are outstanding or six (6ii) months one year after the Company’s 's initial public offering, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 20% in interest of the total shares of Restricted Stock then outstanding may request that the Company to register under the Securities Act all or any portion at least 20% of the shares of Restricted Stock held by such requesting holder or holders (or any lesser percentage if the anticipated gross receipts by such holders of Restricted Stock from the proposed registration exceed $2,000,000) 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 2.3 and Sections 52.4, 62.5, 15(a) 6.1 and 15(f)6.4, 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 Shares 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 Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2.3 or Sections 5 2.4 and 62.5, the holders of shares of Preferred Stock Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 2.3 within 180 days after the effective date of any the first registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) S-1 filed with the Commission by the Company for the purpose of registering shares for sale by the Company. If the offering is to be underwritten, the initiating holders shall select the underwriters and the managing underwriters (subject to the consent of the Company, which consent will not be unreasonably withheld).

Required Registration. (a) At any time after the earlier earliest of three (3i) years from six months after any registration statement covering a public offering of securities of the date hereofCompany under the Securities Act shall have become effective, or (ii) six (6) months after the Company’s initial public offeringCompany shall have become a reporting company under Section 12 of the Exchange Act, and (iii) November 4, 2005, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 40% of the total shares of Restricted Stock then outstanding may request that 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, however, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering is at least would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; 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 shares of Preferred Stock Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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 180 120 days after the effective date of any a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At any time after the earlier of three (3) years from the date hereofCompany's Initial --------------------- Public Offering, one or six (6) months after the Company’s initial public offering, the holders more Holders of Restricted Stock constituting two-thirds at least thirty percent (66-2/330%) of the total shares of Restricted Stock then outstanding may request that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder Holder or holders Holders ("Initiating 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)Agreement, 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 Series B, Series C, Series C-1, Series D or Series E Preferred Stock upon conversion of all shares of Series B, Series C, Series C-1, Series D or Series E Preferred StockStock 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; provided, further, however, and provided further that, in -------- ------- any underwritten public offering contemplated by this Section 4 or Sections 5 and 6Section 5, the holders Holders of shares of Series B, Series C, Series C-1, Series D and Series E Preferred Stock shall be entitled to sell such shares of Preferred Stock stock to the underwriters for conversion and sale (in such public offering) of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of three (3i) years from the second anniversary of the date hereof, or hereof and (ii) the date that is six (6) months after the first public offering of securities by the Company’s initial public offering, the holders of Restricted Stock constituting twomore than one-thirds (66-2/3%) third of the total number of shares of Restricted Stock then outstanding or a lesser percent if the anticipated offering price, net of underwriting discounts and commissions would be at least $5,000,000, may request that 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, 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(a13(a) and 15(f13(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 the Preferred Stock upon conversion of all shares of Preferred StockStock held by such holder at such time; providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; providedPROVIDED, furtherFURTHER, howeverHOWEVER, 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 entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.this

Required Registration. (a) At any time after the earlier of three (3) years from the date hereof, or six (6) months after the Company’s initial public offering, the The holders of Restricted Stock constituting two-thirds at least twenty percent (66-2/320%) in interest of the total shares of Restricted Stock then outstanding may request that 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, 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(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred StockStock and upon exercise of all Warrants held by such holder at such time; providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of shares of Preferred Stock Shares or Warrants shall be entitled to sell such shares of Preferred Stock Shares or Warrants to the underwriters for conversion and sale of the shares of 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 a registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for covering a firm commitment underwritten public offering in which the purpose holders of registering shares for sale by the CompanyRestricted Stock shall have been entitled to join pursuant to Sections 5 or 6.

Required Registration. (a) At any time after the earlier earliest of three (3i) years from six months after (x) any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective or (y) a prospectus has been qualified in a Canadian province or territory for the Company's initial public offering of Common Shares, or (ii) the third anniversary of the date hereof, or six (6) months after the Company’s initial public offeringof this Agreement, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 40% of the total shares of Restricted Stock then outstanding may request that 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, however, PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of 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 holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering is at least would exceed U.S. $5,000,0002,000,000). For purposes of this Section 4 and Sections 5, 6, 15(a13(a) and 15(f13(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; providedShares held by such holder at such time, howeverPROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; providedShares, furtherand 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 entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.this

Required Registration. (a) At any time after the earlier of three (3i) years from the date hereofany registration statement shall have become effective covering a firm commitment underwritten public offering under the Securities Act of 1933, as then in effect, or six any comparable statement under any similar Federal statute then in force, of shares of capital stock of the Company in which (6a) months after the Company’s initial aggregate price paid for such shares by the public offeringshall be Ten Million Dollars ($10,000,000) or more in cash, and (b) the price paid by the public for such shares reflects a preoffering valuation of the Company of Forty Million Dollars ($40,000,000) or more; or (ii) the date of listing of shares of a class of shares of capital stock of the Company on any national securities exchange, the Nasdaq National Market, Nasdaq Smallcap Market or any successor markets or exchanges, the holders of Restricted Stock constituting two-thirds (66-2/3%) at least 50% of the total shares of Restricted Stock then outstanding may request that 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, however, ; provided that the shares of Restricted Stock for which -------- registration has been requested shall constitute at least 20% of the total shares of Restricted Stock then outstanding if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of all shares of Restricted Stock to be offered in such offering is at least would exceed $5,000,00010,000,000). For purposes of this Section 4 1.2 and Sections 51.3, 61.4, 15(a2(a) and 15(f2(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 the Preferred Stock Shares upon conversion of all shares of Preferred Stock; 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 1.2 or Sections 5 1.3 and 61.4, the holders of shares of Preferred Stock Shares shall be entitled to sell such shares of Preferred Stock Shares to the underwriters for conversion and sale of the shares of 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-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.