Common use of Required Registrations Clause in Contracts

Required Registrations. (1) At any time after the first anniversary of the closing of the Subscription Agreements, either Investor may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (2) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (3) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, either Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor having Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; provided, however, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice such (e) Notwithstanding any other provision of electionthis Section 2, subject in the case of an underwritten offering to the approval of if the managing underwriter as provided in Section 2.1(c) below. Thereupon, advises the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (3) 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 Stockholders initiating a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders, including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a2(a) more above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than onceas set forth in Section 2(b). In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to this Section 2.1(a), and 2 during any request to effect a registration on Form S-1 shall be made jointly by both Investorssix month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission (unless and has remained effective for 120 days, or if sooner, until all the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Registrable Shares registered thereunder have been sold. (6g) If at the time of any request to register Registrable Shares by Initiating Holders The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to this Section 2.1Sections 2(a) or 2(b) above as follows: (ii) Second, pro rata among the Company is engaged other persons or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodentities holding Other Registrable Shares.

Required Registrations. (1a) At any time after January 19, 2000, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, either Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor having Stockholder or Stockholders with an aggregate value of at least $5,000,000 4,000,000; provided, however, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. The Company may also include in such registration Registrable Shares requested to be included by other holders of Registrable Shares, subject in the case of an underwriting to the approval of the underwriter managing the offering as provided in Section 2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the regis tration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form) in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (3e) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c)2, if the managing underwriter advises the Company Stockholders initiating a registration pursuant to Section 2(c) in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is requiredto be underwritten, then the Stockholders initiating the registration shall so advise the Company and all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of shares Registrable Shares that may be included in such registration and the underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion manner set forth in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationSection 2(g) below. If the managing underwriter has does not limited limit the number of Registrable Shares or other securities to be underwrittenunderwritten subject to Section 2(g) below, the Company and other holders of Registrable Shares may include securities Common Stock for its own account their respective accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a2(a) more above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than onceas set forth in Section 2(b). In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to this Section 2.1(a), and 2 during any request to effect a registration on Form S-1 shall be made jointly by both Investorssix month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, pro rata among the Initiating Holders withdraw their request for Stockholders holding Stockholder Registrable Shares who have requested to have Stockholder Registrable Shares included in such registration pursuant to Section 2 hereof, and the holders of Chase Registrable Shares who have requested to have Chase Registrable Shares included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after extent necessary to reduce the date on which Stockholder Priority (as defined in the Chase Registration Rights Agreement) to zero), based upon the number of Stockholder Registrable Shares owned by each such registration was requested) Stockholder and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)number of Chase Registrable Shares owned by each such holder of Chase Registrable Shares. (6ii) If at Second, pro rata among the time of any request to register other persons or entities holding Other Registrable Shares based upon the number of Other Registrable Shares held by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodpersons and entities.

Required Registrations. (a) Commencing on the earlier of (i) two (2) years after the date of the Closing or (ii) one (1) At any time year after the first anniversary consummation of the closing Initial Public Offering of the Subscription AgreementsCompany, either Investor a Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of no less than 20% of the Registrable Shares owned held by such Investor Stockholders as a group, such Registrable Shares having an a minimum anticipated net aggregate value offering price in excess of at least $5,000,000 2,000,000 (based excluding underwriting discounts and commissions). Any demand registration pursuant to this subsection 8.3 must be underwritten on a firm commitment basis. In the then current market price or fair value). (2) event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting upon the same terms and conditions. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter as provided in Section 2.1(c) belowthe offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form S-1 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (3b) If At any time after the Initiating Holders intend Company becomes eligible to distribute file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate Registrable Shares having a market value of $1,000,000, may request the Company, in writing, to effect the registration on Form S-3 (or any successor form), of all or such portion of the Registrable Shares covered by their request by means Securities as the holder or holders shall specify. Upon receipt of an underwritingany such request, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its promptly give written notice referred of such proposed registration to in Section 2.1(b)all Stockholders. The right of any other Stockholder Such Stockholders shall have the right, by giving written notice to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of within thirty (30) days after the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereofprovides its notice, to elect to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders such of their Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion as such Stockholders may request in such registration as provided above disapproves notice of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationelection. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenThereupon, the Company may include securities for shall, as expeditiously as possible, use its own account in such best efforts to effect the registration if the managing underwriter so agrees and if the number on Form S-3 (or any successor form) of all Registrable Shares and other securities which would otherwise have the Company has been included in such registration and underwriting will not thereby be limitedso requested to register. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5c) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(aparagraph (a) more than onceabove. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company. Under paragraph (b) above, the Stockholder or Stockholders holding in the aggregate Shares having a market value of $1,000,000 shall have the right to require the Company which is made known to the Stockholders after the date effect an unlimited number of registrations on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Form S-3. (6d) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1subsection 8.3, the Company is engaged or has firm plans to engage within ninety (90) days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to subsection 8.4 or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 one hundred twenty (120) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month periodonce.

Required Registrations. (1a) At any time following 180 days after the closing of the Initial Public Offering, a Stockholder or Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $10,000,000 (based on the then current public market price). (b) At any time after the first anniversary of the closing of the Subscription AgreementsCompany becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), either Investor a Stockholder or Stockholders may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 2,500,000 (based on the then current public market price or fair valueprice). (2c) Upon receipt of any request for registration pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the -------- ------- case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (3d) 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Sharesunderwritten, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwrittenincluded in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders based on the quotient of (i) the total Registrable Shares to be included in the Registration Statement, divided by (ii) the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the total number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limitedthat requested registration. (4e) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration ) or more than five registrations pursuant to Section 2.1(a) more than once2.1(b). In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one any registration on Form S-1 pursuant within 90 days after the effective date of any other Registration Statement of the Company relating to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investorsan underwritten offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (Commission, unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or if financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registrationregistration or if financial statements required for the requested registration are not then available, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1) a. At any time after the first anniversary earlier to occur of (i) one year after the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement or (ii) the third anniversary of the date of this Agreement, either Investor the Holders of not less than 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned held by such Investor having Holders. If the Holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Holders to participate shall be conditioned on the then current market price or fair value). (2) such Holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersHolders. Such Stockholders 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 such of its Registrable Shares as such Holders may request in such notice of election, subject to the approval of the underwriter managing the offering. If in the opinion of such managing underwriter the inclusion of all shares requested to be registered by the Holders would adversely affect the marketing of the securities to be sold, then the Registrable Shares to be b. At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Holder or Holders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate offering price, net of underwriting discounts and commission, if any, of at least $250,000 (based on the current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders. 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 such of their Registrable Shares as such Stockholders Holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to so register. (3) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5) c. The Company shall not be required to effect more than two three registrations pursuant to Section 2.1(a), paragraph (a) above requested by the holders of Registrable Shares. A registration will not count as a required registration under paragraph (a) unless it becomes effective and neither Investor, acting individually, shall the Holders requesting registration are able to sell at least 50% of the Registrable Shares sought to be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, included in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)registration. (6) d. If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.14, the Company is engaged or has fixed plans to engage engage, within 30 days of the time of the request, in a registered public offering as to which the Holders may include Registrable Shares pursuant to Section 5 or is engaged in any other activity which, in the good faith determination of the Company's Board board of Directorsdirectors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess to exceed six months from the effective date of 90 days from such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (1a) At any time after A Stockholder or Stockholders holding in the first anniversary aggregate at least 20% of the closing of the Subscription Agreements, either Investor Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by such Investor the Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current public market price or fair valueprice). (2b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or, if available, S-3 (or in each case any successor form) of all Registrable Shares which the Company has been requested to so register. (3c) 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 a part of their request made pursuant to Section 2.1(a), ) and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to this Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offeringoffering (including without limitation the price at which such shares will be offered to the public), the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares of Common Stock (on an as-converted basis) which they have requested to be registeredheld at the time the Company gives the notice specified in Section 2.2(b). If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyInitiating Holders, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two three registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). Notwithstanding the foregoing, (i) on one occasion in the event that the holders of Registrable Securities have not sold at least 75% of the shares registered pursuant to such registration they may elect, within 30 days of the termination thereof, by written notice to the Company to pay the Registration Expenses relating to the registration in which case such Registration Statement shall not be counted pursuant to this Section 2.1(e), (ii) in the event that the Company withdraws a Registration Statement after it has become effective or such Registration Statement otherwise ceases to be effective for the period described in Section 2.3(a)(ii) (which 180 days need not be contiguous ) and the holders of Registrable Securities have not sold at least 75% of the shares registered pursuant to such registration, such Registration Statement shall not be counted pursuant to this Section 2.1(e) and (iii) on one occasion, in the event that the managing underwriter advises the Company pursuant to Section 2.1(c) that the number of shares that is advisable to be sold in such registration is less than 75% of the shares requested to be sold by the Stockholders, then the Initiating Holders, acting by majority, may, within two business days of such determination by the managing underwriter, elect to withdraw their request pursuant to this Section 2.1 and not have the registration counted as a registration pursuant to this Section 2.1(e). (6f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once twice in any 12-month period.

Required Registrations. (1) 6.1.1 At any time after following the first fifth anniversary of the closing date of this Agreement, the Subscription AgreementsSkyTerra Investors, either Investor on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares Securities owned by such Investor having an or Investors provided that the aggregate value public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $5,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value). the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (2or any successor form) of Registrable Securities owned by such Investor. If the Investors initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors’ participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders other Investors 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 all or a part of their Registrable Securities as such Investors may request in such notice of election. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and the Investors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Securities that the Company has been requested so to register. 6.1.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), each of (i) the SkyTerra Investors and (ii) the DTVG Investors holding Registrable Securities will have the right to require the Company to effect a registration on Form S-3 of Registrable Securities provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $10 million (or such lesser amount to the extent that such Investor(s) do not own LLC Interests or other equity securities that equal or exceed $10 million). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors 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 such of their Registrable Shares Securities as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares which Securities that the Company has been requested to so register. 6.1.3 The Company shall be required to effect not more than (3a) If five (5) registrations initiated by 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 a part of their request made SkyTerra Investors pursuant to Section 2.1(a)6.1.1 above, and or (b) five (5) registrations initiated by the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration DTVG Investors pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein6.1.1 above. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5) The Company shall not be required to effect more than two registrations pursuant to one (1) registration under this Section 2.1(a), and neither Investor, acting individually, shall be entitled to 6.1 in any six (6) month period. Each request a for registration pursuant to Section 2.1(a) more than once6.1.1 shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in such notices, has become effective and, if the method of disposition is a firm commitment underwritten public offering all of the Registrable Securities covered thereby shall have been sold pursuant thereto. In additionA requested registration under this Section 6.1 may be rescinded by written notice to the Company by the holders requesting such registration and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 6.1, if such holders shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in the event that connection with such rescinded registration. Except for Registration Statements on Form S-3 is S-0, X-0 or another form not available for registering securities for sale to the Companypublic, or any successor thereto, and subject to Section 6.1.4 herein, the Company shall not be required will not, without the consent of all of the Investors, file with the Commission any other Registration Statement with respect to effect more than one registration on Form S-1 its LLC Interests or other equity interests of the Company whether for its own account or that of other Investors, from the date of receipt of a notice from requesting Investors pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted 6.1.1 until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition completion of the Company which is made known to period of distribution of the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)securities contemplated thereby. (6) 6.1.4 If at the time of any request to register Registrable Shares by Initiating Holders Securities pursuant to this Section 2.16.1.2, the Company (a) is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering or as to which the Investors may include Registrable Securities pursuant to Section 6.2, (b) is engaged in any other activity whichthat the Company certifies, in the good faith determination of the Company's ’s Board of DirectorsManagers, would be adversely affected by the requested registration to the material detriment of the Company or (c) the request to register pursuant to Section 6.1.2 is in a jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration, then the Company may at its option direct that such request be delayed for a period of at least ninety (90) days and not in excess of 90 to exceed one hundred fifty (150) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period. 6.1.5 In connection with any offering under this Section 6.1 involving an underwriting, if the representative of the underwriters advises the Investors in writing that marketing factors require a limitation on the securities to be so underwritten, the securities which the Company and/or other Persons have requested to be so included, if any, shall be entirely excluded from such registration and underwriting, and the number of Registrable Securities to be included in the registration and underwriting shall thereafter be allocated pro rata among the Investors based upon their total ownership of LLC Interests or other equity interests; provided, however, that such allocation shall not operate to reduce the aggregate number of securities to be included in such registration, if any Investor does not request inclusion of the maximum number of Registrable Securities allocated to such Investor pursuant to the above-described procedure, in which case the remaining portion of such Investor’s allocation shall be reallocated among those Investors whose allocations did not satisfy their requests, pro rata on the basis of the LLC Interests or other equity interests which would be held by such Investors. This procedure shall be repeated until all of the securities which may be included in the registration on behalf of the requesting Investors have been so allocated.

Required Registrations. (1a) At any time after the first anniversary earlier of (x) two years from the date hereof or (y) six months after the closing of the Subscription AgreementsInitial Public Offering, either Investor a Stockholder or Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $20,000,000 (based on the then current market price or fair value of the Common Stock as determined in good faith by the Board of Directors). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any its successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 10,000,000 (based on the then current public market price or fair valueof the Common Stock). (2c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (3d) 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to this Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion2.1(d), the Company may include the securities of such officers, officers and directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, officers and directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSection 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, officer or director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4e) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. (5f) The Company shall not be required to effect more than three registrations pursuant to Section 2.1(a) in total, or in any 12-month period more than two registrations pursuant to Section 2.1(a2.1(b), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more any Registration Statement hereunder (other than one registration on Form S-1 pursuant S-3 or any successor form relating to Section 2.1(a), and secondary offerings) within six months after the effective date of the Registration Statement relating to the Initial Public Offering or within three months after the effective date of any request other Registration Statement relating to effect a registration on Form S-1 shall be made jointly by both Investorsan underwritten public offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(f), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than seventy-five percent (75%) of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (6g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At Subject to the limitations set forth below, at any time after following the first anniversary date hereof, Lucent, or Stockholders holding not less than a majority of the closing of the Subscription Agreementsoutstanding Registrable Shares, either Investor may request, in writing, that the Company effect the registration (a "Demand Registration") of up to 25% of the Registrable Shares having a value of a least $500,000 pursuant to either (i) a Registration Statement on Form S-3 providing for a shelf offering or (or any successor form or any other registration statement form which ii) an appropriate Registration Statement providing for an underwritten offering. For purposes of the Company is eligible to use) preceding sentence, the value of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 (shall be based on the then current market closing price or fair valueof the Common Stock on the Nasdaq National Market on the date on which the registration request is given. The Company shall maintain the effectiveness of any such shelf Registration Statement for a period of up to 90 days after the same has been first declared effective by the SEC, subject to the suspension provisions set forth in Sections 2.1(f) and 2.1(g). (2b) Upon receipt of any request for registration demand pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (3c) If the Initiating Holders intend any Stockholder intends to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if marketing factors require a further limitation of the number of shares is requiredto be underwritten, the number of shares to be included in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders and the Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares that may were requested to be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Selling Stockholder initiating registration shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two four registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once2.1. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes Demand Registration within six months after the effective date of this Section 2.1(e), a the Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known relating to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)any prior Demand Registration. (6f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering any activity or is engaged transaction or preparations or negotiations for any activity or negotiation that the Company desires to keep confidential for business reasons, and (i) the board of directors of the Company determines in any other activity which, in the good faith determination that the public disclosure requirements imposed on the Company pursuant to the Registration Statement would require disclosure of such activity or transaction and (ii) the Chief Executive Officer of the Company's Board of Directors, would be adversely affected Company provides a certificate to Lucent setting forth such determination by the requested registrationboard of directors, then the Company may at its option direct that defer such request be delayed Demand Registration for a period not in excess of 90 120 days from the date of such the demand request; provided, that such right to delay a request to may be exercised by the Company not more than once in any 12-month period. (g) Notwithstanding the foregoing, the Company may, by written notice to a Stockholder initiating registration, decline to take any action to effect a Demand Registration during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Registration Statement subject to Section 2.2 if the Company files a Registration Statement with the SEC for the purpose of registering under the Securities Act any securities to be publicly offered and sold by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective.

Required Registrations. (1a) At any time after six months following the closing of the Initial Public Offering, a Stockholder or Stockholders (excluding the Common Stockholders) holding in the aggregate at least a majority of the Registrable Shares held by all such Stockholders (or a lesser percentage if the total value of the Registrable Shares requested to be registered is at least $7,500,000) may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the first anniversary of Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders (excluding the closing of the Subscription Agreements, either Investor Common Stockholders) holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value offering price of at least $5,000,000 1,000,000 (based on the then current market price or fair valueon the date of such request). (2c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (3d) 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The In such event, (i) the right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's ’s participation in such underwriting on the terms set forth hereinthereof, and (ii) all Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. If any Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) 2.1 or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth hereinthereof applicable to the Stockholders. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if If the managing underwriter advises the Company in writing that marketing factors require a limitation on the inclusion number of all shares requested to be registered would adversely affect the offeringunderwritten, the securities of the Company shares held by officers or directors of the Company (other than Registrable Shares) Company, Other Holders and Common Stockholders shall be first excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation reduction of the number of shares is requiredrequired after all such shares have been excluded, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata Purchasers requesting registration in proportion proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any such stockholder would thus be entitled to include more shares they have than such stockholder requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion the excess shall be allocated among other participating stockholders pro rata in such registration as provided above disapproves of the terms of manner described in the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationpreceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration or more than two registrations per year pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a2.1(b), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted for purposes of this Section 2.1(e) until such time as such Registration Statement has been declared effective by the Commission and at least 25% of the Registrable Shares requested to be included shall have been sold (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has fixed plans to engage within 30 days of the request in a registered public offering as to which the Initiating Holders may include Registrable Shares pursuant to Section 2.2. or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be materially adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 1224-month period. (g) The Company will not file with the Commission any other registration statement with respect to its Common Stock other than a Special Registration Statement, whether for its own account or that of Other Holders, from the date of receipt of a notice from requesting holders pursuant to this Section 2.1 until the completion of the period of distribution of the registration contemplated thereby.

Required Registrations. (1a) Commencing six months after the closing of the Initial Public Offering, each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR holding in the aggregate at least 35% of the Purchaser Registrable Shares then outstanding and requesting the registration of Registrable Securities having an aggregate value of at least $10,000,000 (based on the term of the then current market price for fair value), may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the first anniversary Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR holding in the aggregate at least 20% of the closing Purchaser Registrable Shares then outstanding and requesting the registration of Registrable Securities having an aggregate value of at least $5,000,000 (based on the Subscription Agreements, either Investor then current public market price) may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 (based on the then current market price Stockholder or fair value)Stockholders. (2c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. register (3) provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)). 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. . (d) If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the Registrable Securities held by the Initiating Holders will be included prior to the inclusion of any securities held by Other Holders or to be included by the Company, and therafter, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSection 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4e) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to reasonable consultation with and the approval of the CompanyInitiating Holders, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations one registration for each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR pursuant to Section 2.1(a), or more than five registrations for each of (i) MSTR and neither Investor, acting individually, shall be entitled to request (ii) a registration Stockholder or Stockholders other than MSTR pursuant to Section 2.1(a2.1(b) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more any registration (other than one registration on Form S-1 pursuant S-3 or any successor form relating to Section 2.1(a), and any request secondary offerings) within six months after the effective date of the Registration Statement relating to effect a registration on Form S-1 shall be made jointly by both Investorsthe Initial Public Offering. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, with respect to which the Company furnishes to Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith determination judgment of the Company's Board of Directors, it would be adversely affected by materially detrimental to the requested registrationCompany and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At any time after twelve (12) months following the closing of the Initial Public Offering, a Purchaser or Purchasers holding in the aggregate at least 40% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Purchaser or Purchasers. (b) At any time after the first anniversary of the closing of the Subscription AgreementsCompany becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), either Investor a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 1,000,000 (based on the then current public market price or fair valueon the date of such request). (2c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other StockholdersPurchasers. Such Stockholders Purchasers shall have the right, by giving written notice to the Company within 30 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Purchasers may request in such notice of election, subject in the case of an underwritten offering to the approval terms of the managing underwriter as provided in Section 2.1(c) below2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (3d) 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The In such event, (i) the right of any other Stockholder Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) 2.1 or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth hereinherein applicable to the Purchasers. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if If the managing underwriter advises the Company in writing that marketing factors require a limitation on the inclusion number of all shares requested to be registered would adversely affect the offeringunderwritten, the securities of the Company shares held by officers or directors of the Company and by Other Holders (other than Registrable Shares) shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation reduction of the number of shares is required, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata Purchasers requesting registration in proportion proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any such stockholder would thus be entitled to include more shares they have than such stockholder requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion the excess shall be allocated among other participating stockholders pro rata in such registration as provided above disapproves of the terms of manner described in the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registrationpreceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, . There shall be entitled no limit on the number of registrations that the Company shall be required to request a registration effect pursuant to Section 2.1(a) more than once. In addition2.1(b); provided, in the event however, that Form S-3 is not available to the Company, the Company shall not be required to effect more than one such registration on Form S-1 pursuant to Section 2.1(a)in any six month period. In addition, and any request the Company shall not be required to effect a any registration on Form S-1 shall be made jointly by both Investorswithin six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's ’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At any time after the first anniversary of the closing of the Subscription Agreements, either the Investor may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by such the Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (2b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (3c) If the Initiating Holders intend Holder intends to distribute the Registrable Shares covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Holder shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two registrations one registration pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their Holder withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6f) If at the time of any request to register Registrable Shares by the Initiating Holders Holder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, either Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor having Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; PROVIDED, HOWEVER, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the regis tration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form), in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (3e) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of Notwithstanding any other Stockholder to include its Registrable Shares in such provision of this Section 2, if the managing underwriter advises the Stockholders initiating a registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders, including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a2(a) more above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than onceas set forth in Section 2(b). In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to this Section 2.1(a), and 2 during any request to effect a registration on Form S-1 shall be made jointly by both Investorssix month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, among the Initiating Holders withdraw their request for holders of Stockholders who have requested to be included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2 hereof, PRO RATA based upon the number of Registrable Shares owned by each Stockholder. (6ii) If at Second, PRO RATA among the time of any request to register other persons or entities holding Other Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodShares.

Required Registrations. (1a) At any time after the first anniversary earlier of December 31, 1998 or the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, either an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor or Investors having an aggregate value offering price of at least $5,000,000 2,000,000 (based on the then current market price or fair value). (2) . If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders Investors 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 such of their Registrable Shares as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which the Company has been requested to so register. (3) If . Notwithstanding any other provision of this Section 4.2, if the Initiating Holders intend to distribute managing underwriter advises the holders of Registrable Shares covered by their request by means initiating the registration in writing that marketing factors require a limitation of an underwritingthe number of shares to be underwritten, they then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include owned by each such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth hereinholder. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included those set forth in such a registration (the "Other Holders") request such inclusion, the Company Section 4.2 hereof may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (4b) The Initiating Holders At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), an Investor or Investors holding in the aggregate at least 15% of the Registrable Shares may request in writing that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $250,000 (based on the then current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a)right, subject by giving written notice to the approval Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the CompanyCompany shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which approval will not be unreasonably withheldthe Company has been requested to register. (5c) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration paragraph (a) above or more than four registrations pursuant to Section 2.1(aparagraph (b) more than onceabove. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of information concerning the business or financial condition any other Registration Statement of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)Company. (6d) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.14.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Investors may include Registrable Shares pursuant to Section 4.3 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month two year period.

Required Registrations. (1a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, either Investor a Stockholder or Stockholders (other than PRP) holding in the aggregate at least 40% of the Registrable Shares held by all Stockholders other than PRP may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the public market price at the time of the request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 20% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 1,000,000 (based on the then current public market price or fair valueat the time of the request). (2c) Upon receipt of any request for registration pursuant to this Section 22.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register.an (3d) 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 a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4e) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more any registration (other than one registration on Form S-1 pursuant S-3 or any successor form relating to Section 2.1(a), and secondary offerings) within six months after the effective date of any request to effect a registration on Form S-1 shall be made jointly by both Investorsother Registration Statement of the Company. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be materially adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 60 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 1224-month period.

Required Registrations. (1) a. At any time after the first anniversary earlier to occur of (i) one year after the closing of the Subscription AgreementsCompany's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement or (ii) the third anniversary of the date of this Agreement, either Investor the Holders of not less than 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned held by such Investor having Holders. If the Holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate value underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least $5,000,000 (based other Holders to participate shall be conditioned on the then current market price or fair value). (2) such Holders' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersHolders. Such Stockholders 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 such of its Registrable Shares as such Holders may request in such notice of election, subject to the approval of the underwriter managing the offering. If in the opinion of such managing underwriter the inclusion of all shares requested to be registered by the Holders would adversely affect the marketing of the securities to be sold, then the Registrable Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the Registrable Shares owned by such Holders). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), for all Registrable Shares which the Company has been requested to so register. No other holder of capital stock of the Company may participate in any registered offering made pursuant to this section without the consent of a majority of the Registrable Shares held by participating Holders. b. At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Holder or Holders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate offering price, net of underwriting discounts and commission, if any, of at least $250,000 (based on the current public market price). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders. 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 such of their Registrable Shares as such Stockholders Holders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to so register. (3) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5) c. The Company shall not be required to effect more than two three registrations pursuant to Section 2.1(a), paragraph (a) above requested by the holders of Registrable Shares. A registration will not count as a required registration under paragraph (a) unless it becomes effective and neither Investor, acting individually, shall the Holders requesting registration are able to sell at least 50% of the Registrable Shares sought to be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, included in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)registration. (6) d. If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.14, the Company is engaged or has fixed plans to engage engage, within 30 days of the time of the request, in a registered public offering as to which the Holders may include Registrable Shares pursuant to Section 5 or is engaged in any other activity which, in the good faith determination of the Company's Board board of Directorsdirectors, would be adversely affected by the requested registrationregistration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess to exceed six months from the effective date of 90 days from such offering or the date of commencement of such requestother material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-month year period.

Required Registrations. (1) 6.1.1 At any time after following the first fifth anniversary of the closing date of this Agreement, the Subscription AgreementsSkyTerra Investors, either Investor on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect the a registration on Form S-3 S-1 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares Securities owned by such Investor having an or Investors provided that the aggregate value public offering price (before deduction of underwriters' discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $5,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value). the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (2or any successor form) of Registrable Securities owned by such Investor. If the Investors initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any request for registration pursuant to this Section 2such request, the Company shall promptly give written notice of such proposed registration to all other StockholdersInvestors. Such Stockholders other Investors 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 all or a part of their Registrable Securities as such Investors may request in such notice of election. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and the Investors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Securities that the Company has been requested so to register. 6.1.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, "Form S-3"), each of (i) the SkyTerra Investors and (ii) the DTVG Investors holding Registrable Securities will have the right to require the Company to effect a registration on Form S-3 of Registrable Securities provided that the aggregate public offering price (before deduction of underwriters' discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $10 million (or such lesser amount to the extent that such Investor(s) do not own LLC Interests or other equity securities that equal or exceed $10 million). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors 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 such of their Registrable Shares Securities as such Stockholders Investors may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares which Securities that the Company has been requested to so register. 6.1.3 The Company shall be required to effect not more than (3a) If five (5) registrations initiated by 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 a part of their request made SkyTerra Investors pursuant to Section 2.1(a)6.1.1 above, and or (b) five (5) registrations initiated by the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration DTVG Investors pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein6.1.1 above. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5) The Company shall not be required to effect more than two registrations pursuant to one (1) registration under this Section 2.1(a), and neither Investor, acting individually, shall be entitled to 6.1 in any six (6) month period. Each request a for registration pursuant to Section 2.1(a) more than once6.1.1 shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in such notices, has become effective and, if the method of disposition is a firm commitment underwritten public offering all of the Registrable Securities covered thereby shall have been sold pursuant thereto. In additionA requested registration under this Section 6.1 may be rescinded by written notice to the Company by the holders requesting such registration and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 6.1, if such holders shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in the event that connection with such rescinded registration. Except for Registration Statements on Form S-3 is X-0, X-0 or another form not available for registering securities for sale to the Companypublic, or any successor thereto, and subject to Section 6.1.4 herein, the Company shall not be required will not, without the consent of all of the Investors, file with the Commission any other Registration Statement with respect to effect more than one registration on Form S-1 its LLC Interests or other equity interests of the Company whether for its own account or that of other Investors, from the date of receipt of a notice from requesting Investors pursuant to Section 2.1(a), and any request to effect a registration on Form S-1 shall be made jointly by both Investors. For purposes of this Section 2.1(e), a Registration Statement shall not be counted 6.1.1 until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition completion of the Company which is made known to period of distribution of the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)securities contemplated thereby. (6) 6.1.4 If at the time of any request to register Registrable Shares by Initiating Holders Securities pursuant to this Section 2.16.1.2, the Company (a) is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering or as to which the Investors may include Registrable Securities pursuant to Section 6.2, (b) is engaged in any other activity whichthat the Company certifies, in the good faith determination of the Company's Board of DirectorsManagers, would be adversely affected by the requested registration to the material detriment of the Company or (c) the request to register pursuant to Section 6.1.2 is in a jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration, then the Company may at its option direct that such request be delayed for a period of at least ninety (90) days and not in excess of 90 to exceed one hundred fifty (150) days from the effective date of such requestoffering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve (12-) month period. 6.1.5 In connection with any offering under this Section 6.1 involving an underwriting, if the representative of the underwriters advises the Investors in writing that marketing factors require a limitation on the securities to be so underwritten, the securities which the Company and/or other Persons have requested to be so included, if any, shall be entirely excluded from such registration and underwriting, and the number of Registrable Securities to be included in the registration and underwriting shall thereafter be allocated pro rata among the Investors based upon their total ownership of LLC Interests or other equity interests; provided, however, that such allocation shall not operate to reduce the aggregate number of securities to be included in such registration, if any Investor does not request inclusion of the maximum number of Registrable Securities allocated to such Investor pursuant to the above-described procedure, in which case the remaining portion of such Investor's allocation shall be reallocated among those Investors whose allocations did not satisfy their requests, pro rata on the basis of the LLC Interests or other equity interests which would be held by such Investors. This procedure shall be repeated until all of the securities which may be included in the registration on behalf of the requesting Investors have been so allocated.

Required Registrations. (1a) At any time after October 1, 1998, a Stockholder or Stockholders holding in the first anniversary aggregate at least 51% of the closing Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Subscription Agreements, either Investor Stockholder Registrable Shares) may request, in writing, that the Company effect the registration on Form S-3 S-1 or Form S-2 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor having Stockholder or Stockholders with an aggregate value of at least $5,000,000 5,000,000; PROVIDED, HOWEVER, that no Stockholder or Stockholders shall have the right to request a registration pursuant to this Section 2(a) at any time the Company is eligible to file a Registration Statement on Form S-3 (based on the then current market price or fair value)any successor form) or any other Form applicable to secondary offerings. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 51% of the Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of Stockholder Registrable Shares) may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares held by such holders with an aggregate value of at least $1,000,000. (c) In the case of a registration requested pursuant to this Section 2, if the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. (d) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering underwriting to the approval of the underwriter managing underwriter the offering as provided in Section 2.1(c2(e) below and to the priorities set forth in Section 2(g) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor forms) in the case of a registration requested pursuant to Section 2(a) above, or on Form S-3 (or such successor form), in the case of a registration requested pursuant to Section 2(b) above, of all Registrable Shares which the Company has been requested to so register. (3e) 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 a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of Notwithstanding any other Stockholder to include its Registrable Shares in such provision of this Section 2, if the managing underwriter advises the Stockholders initiating a registration pursuant to Section 2.1(a2(c) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Stockholders initiating the registration shall so advise all other Stockholders holding Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be conditioned upon allocated among all such other Stockholders, including the Stockholders initiating the registration, in proportion (as nearly as practicable) to the number of Registrable Shares of the Company owned by each such Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors managing underwriter does not limit the number of Registrable Shares to be underwritten subject to Section 2(g) below, the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if and other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior have registration rights similar to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company those set forth herein may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute Common Stock for their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata in proportion to the respective number shares they have requested to be registered. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account accounts in such registration if the managing underwriter so agrees states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares and other securities held by the Stockholders which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited or reduced. (4) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (5f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a2(a) more above ("Demand Registration Statement") but may be required to effect Demand Registration Statements pursuant to Section 2(b) above without limitation other than onceas set forth in Section 2(b). In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one registration on Form S-1 pursuant to this Section 2.1(a), and 2 during any request to effect a registration on Form S-1 shall be made jointly by both Investorssix month period. For purposes of this Section 2.1(e2(f), a Registration Statement shall not be counted as a Demand Registration Statement until such time as such Registration Statement has been declared effective by the Commission and has remained effective for 120 days, or if sooner, until all the Registrable Shares registered thereunder have been sold. (unless g) The Company will include Common Stock in an underwritten Demand Registration Statement required pursuant to Sections 2(a) or 2(b) above as follows: (i) First, among the Initiating Holders withdraw their request for holders of Stockholders who have requested to be included in such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)2 hereof, PRO RATA based upon the number of Registrable Shares owned by each Stockholder. (6ii) If at Second, PRO RATA among the time of any request to register other persons or entities holding Other Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month periodShares.

Required Registrations. (1a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, either Investor Banyan may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor Banyan, having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). For avoidance of doubt, the parties agree that the Company shall not be required to file a registration statement on Form S-1 or Form S-2 (or any successor form which does not allow the incorporation by reference of subsequently filed Exchange Act reports). (2b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (3c) If the Initiating Holders intend Banyan intends to distribute the Registrable Shares covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have held by them at the time of the request for registration made pursuant to Section 2.1(a). For the avoidance of doubt, the parties agree that no Stockholder shall be entitled to include any shares in a registration requested pursuant to be registeredits rights under this Section 2.1 unless each Other Holder under the following listed agreements (which term includes Banyan to the extent so provided in one of the following listed agreements) is entitled to include in such registration all of the shares of Common Stock which it desires to include and which are registrable shares under one of the following listed agreements: (1) Amended and Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc. and Banyan; (2) Registration Rights Agreement dated as of December 31, 1997, between the Company and Continuum Software, Inc.; (3) Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; and (4) Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation. If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyBanyan, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a) more than onceper year. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one any registration on Form S-1 pursuant to Section 2.1(a), and within six months after the effective date of any request to effect a registration on Form S-1 shall be made jointly by both Investorsother Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their Banyan withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Banyan after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event Banyan is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (6f) If at the time of any request to register Registrable Shares by Initiating Holders Banyan pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by however, that the Company may not utilize this right more than once twice in any 12-twelve month period.

Required Registrations. (1a) At any time after the first anniversary Effective Time, the Purchasers may request once only, in writing, that the Company effect the registration on Form S-1 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price); PROVIDED, HOWEVER, that if the Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), such registration may be effected on Form S-3 (or any successor form relating to secondary offerings). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 25% of the closing of the Subscription Agreements, either Investor Registrable Shares then outstanding may request, in writing, that the Company effect the registration (which may, at such Stockholder's request, be a shelf registration pursuant to Rule 415 of the Securities Act) on Form S-3 (or any such successor form or any other registration statement form which the Company is eligible to use) form), of Registrable Shares owned by such Investor having an aggregate value of at least $5,000,000 1,000,000 (based on the then current public market price or fair valueprice). (2c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders 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 such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so registerregister (provided, however, that in the case of a registration requested under Sections 2.1(a) or (b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (3d) 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 a part of their request made pursuant to Section Sections 2.1(a) or (b), and the Company shall include such information in its written notice referred to in Section 2.1(b2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section Sections 2.1(a) or (b) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c2.1(d) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (any stockholder other than Registrable Shares) the Purchasers shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Other Holders and holders of Registrable Shares pro rata requesting registration in proportion proportion, as nearly as practicable, to the respective number shares they have requested of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to be registeredSections 2.1(a) or (b). If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4e) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section Sections 2.1(a) or (b), subject to the approval of the CompanyInitiating Holders, which approval will not be unreasonably withheldwithheld or delayed. (5f) The Company shall not be required to effect more than two three (3) registrations pursuant to Section 2.1(a) or (b), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more any registration (other than one registration on Form S-1 pursuant S-3 or any successor form relating to Section 2.1(a), and secondary offerings) within six months after the effective date of any request to effect a registration on Form S-1 shall be made jointly by both Investorsother Registration Statement of the Company. For purposes of this Section 2.1(e2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (6g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Required Registrations. (1a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, either Investor the Purchaser may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) or, if then available to the Company, Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor the Purchaser having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). (2b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (3c) If the Initiating Holders intend Purchaser intends to distribute the Registrable Shares covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have requested held by them at the time of the request for registration made pursuant to be registeredSection 2.1(a). If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyPurchaser, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a registration pursuant to Section 2.1(a) more than once. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one any registration on Form S-1 pursuant to Section 2.1(a), and within six months after the effective date of any request to effect a registration on Form S-1 shall be made jointly by both Investorsother Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their Purchaser withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Purchaser after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event the Purchaser is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (6f) If at the time of any request to register Registrable Shares by Initiating Holders the Purchaser pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by however that the Company may not utilize this right more than once twice in -------- ------- any 12-twelve month period.

Required Registrations. (1a) At any time after the first anniversary of the closing of the Subscription AgreementsInitial Public Offering, either Investor Banyan may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to useform) of Registrable Shares owned by such Investor Banyan having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). For avoidance of doubt, the parties agree that the Company shall not be required to file a registration statement on Form S-1 or Form S-2 (or any successor form which does not allow the incorporation by reference of subsequently filed Exchange Act reports). (2b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (3c) If the Initiating Holders intend Banyan intends to distribute the Registrable Shares covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, with the Company prior to the date hereofCompany, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all Other Holders and holders of Registrable Shares pro rata and Other Holders requesting registration in proportion proportion, as nearly as practicable, to the respective number of shares they have held by them at the time of the request for registration made pursuant to Section 2.1(a). For the avoidance of doubt, the parties agree that no Stockholder shall be entitled to include any shares in a registration requested pursuant to be registeredits rights under this Section 2.1 unless each Other Holder under the following listed agreements (which term includes Banyan to the extent so provided in one of the following listed agreements) is entitled to include in such registration all of the shares of Common Stock which it desires to include and which are registrable shares under one of the following listed agreements: (1) Amended and Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc. and Banyan; (2) Registration Rights Agreement dated as of December 31, 1997, between the Company and Continuum Software, Inc.; (3) Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; and (4) Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation. If any holder of Registrable Shares, officer, director Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (4d) The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a), subject to the approval of the CompanyBanyan, which approval will not be unreasonably withheld. (5e) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a), and neither Investor, acting individually, shall be entitled to request a one registration pursuant to Section 2.1(a) more than onceper year. In addition, in the event that Form S-3 is not available to the Company, the Company shall not be required to effect more than one any registration on Form S-1 pursuant to Section 2.1(a), and within six months after the effective date of any request to effect a registration on Form S-1 shall be made jointly by both Investorsother Registration Statement of the Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their Banyan withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to the Stockholders Banyan after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event Banyan is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (6f) If at the time of any request to register Registrable Shares by Initiating Holders Banyan pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company, upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of 90 75 days from the date of such request; provided, such right to delay a request to be exercised by -------- however, that the Company may not utilize this right more than once twice in any 12-------- twelve month period.