Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after the earlier of (x) December 30, 2001 or (y) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 35% 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 Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (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 then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $500,000 (based on the then current public market price). (c) 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(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 (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)). (d) 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(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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(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 number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(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). (g) 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. (a) At any time after the earlier of (xi) December 30, 2001 three years after the date of this Agreement or (yii) six months after the closing of the Initial Public Offering, a Stockholder Purchaser or Stockholders Purchasers holding in the aggregate at least 3550.1% 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 Stockholder Purchaser or Stockholders Purchasers having an aggregate value of at least $5,000,000 (based on the then current market price or fair valuevalue on the date of such 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 Purchaser or Stockholders Purchasers holding in the aggregate at least 2050.1% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $500,000 3,000,000 (based on the then current public market priceprice on the date of such request). (c) 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 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(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; 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)). (d) 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(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. 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(d, and (ii) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders all Purchasers including Registrable Shares in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in upon customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) terms with the underwriter or underwriters managing underwriterthe offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders the Purchasers materially greater than the obligations of the Stockholders Purchasers pursuant to Section 2.5 as with respect to the persons indemnified pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(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 number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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 Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten and after reducing any other shares included in such registration to zero, including any Company shares, the number of Purchaser Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in 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 Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (fe) The Company shall not be required to effect (nor pay for) more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) two registrations in within any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)2.1(b) (in each case, counting for these purposes only registrations which have been declared or ordered effective, remain in effect and no stop order is then in effect or pursuant to Section 2.1(bwhich the distribution described therein has been completed). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other the Registration Statement of relating to the CompanyInitial Public Offering. For purposes of this Section 2.1(f2.1(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 and elect not to pay the Registration Expenses therefor pursuant to Section 2.4 (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders Purchasers after the date on which such registration was requested) and elect )). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Purchasers have requested to pay the be included in such Registration Expenses therefor pursuant to Section 2.4)Statement are so included. (gf) 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 30 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. (a) At any time after the earlier of (x) December 30, 2001 or (y) six months following 180 days after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 35% 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 Stockholder or Stockholders having an aggregate value of at least $5,000,000 10,000,000 (based on the then current public market price or fair valueprice). (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 then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $500,000 2,500,000 (based on the then current public market price). (c) 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(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 (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)). (d) 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(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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(d), 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) 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 marketing factors require a further limitation of the number of shares is requiredto be underwritten, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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 (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) 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. (e) 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. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) five registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months 90 days after the effective date of any other Registration Statement of the CompanyCompany relating to an underwritten offering. For purposes of this Section 2.1(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 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). (g) 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 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. (a) At any time after the earlier of (x) December 3022, 2001 2006 or (y) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders (excluding the Founders and Silicon Valley Bank) holding in the aggregate at least 3550% of the Registrable Shares (excluding the Founders' Shares and the SVB 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 Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair valuevalue on the date of such 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 (excluding the aggregate at least 20% of the Registrable Shares then outstanding Founders) may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares (excluding the Founders' Shares) having an aggregate value of at least $500,000 (based on the then current public market priceprice on the date of such request). (c) 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 Sections 2.1(d) and 2(e) below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) 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)). (d) 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(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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(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) Founders' Shares shall be excluded pro rata from such registration and the underwriting to the extent deemed advisable based upon marketing factors by the managing underwriter, and and, if a further limitation of the number of shares to be underwritten is required, the number of shares that may Registrable Shares to be included in such registration and underwriting a Registration Statement filed pursuant to this Section 2.1, shall be allocated reduced pro rata among all holders the requesting Stockholders (excluding the Founders) based on the quotient of (1) the total Registrable Shares and Pari Passu Holders requesting registration to be included in proportionthe Registration Statement, as nearly as practicable, to divided by (2) the respective total number of Registrable Shares held by (excluding the holders of Registrable Shares and shares held by Pari Passu Holders at the time of the request for registration made by the Initiating Holders pursuant to Section 2.1(aFounders' Shares) or (b), as the case may be. If any holder of Registrable Shares, officer, director, Pari Passu Holders or Other Holder who has that 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. (e) 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 shall not unreasonably be unreasonably withheld, conditioned or delayed. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) two registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) per year pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other the Registration Statement of relating to the CompanyInitial Public Offering. For purposes of this Section 2.1(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). (g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged shall furnish to the Initiating Holders a writing signed by the Chairman of the Board or has plans to engage in a registered public offering or is engaged in any other activity which, Chief Executive Officer stating that in the good faith determination of the Company's Board of Directors, it would be adversely affected by seriously detrimental to the requested registrationCompany and its stockholders for a Registration Statement to be filed at such time, 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. (a) At any time after the earlier of (xi) December 30, 2001 the fifth anniversary of the effective date of this Agreement or (yii) six months after the closing of the Initial Public Offering, a Stockholder an Investor or Stockholders Investors holding in the aggregate at least 3530% 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 Stockholder Investor or Stockholders Investors having an aggregate value of at least $5,000,000 (based on the then current market price or fair valuevalue on the date of such request). (b) At any time after during which the Company becomes is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder an Investor or Stockholders Investors holding in the aggregate at least 2030% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $500,000 1,000,000 (based on the then current public market priceprice on the date of such request). (c) 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 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 terms of the managing underwriter as provided in Section 2.1(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; 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)). (d) 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(c). The In such event, (i) the right of any other Stockholder Investor 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 Investor’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(d, and (ii) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders all Investors including Registrable Shares in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in upon customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) terms with the underwriter or underwriters managing underwriterthe offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders the Investors distributing Registrable Shares by means of such underwriting materially greater than the obligations of the Stockholders Investors pursuant to Section 2.52.5 hereof. Notwithstanding The Initiating Holders shall have the right to select the managing underwriter(s) for any other provision of this underwritten offering requested pursuant to Section 2.1(d2.1(a) or (b), if subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Investor who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Investor may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If Other Holders request to be included in any registration for an underwritten offering requested pursuant to Section 2.1, the Company may include the securities of such Other Holders in such registration and underwriting on the terms set forth herein applicable to the Investors. 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 held by officers or directors of the Company (other than Registrable Shares) and the securities shares held 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 holders of Registrable Shares and Pari Passu Holders Investors requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Sharessuch stockholder would thus be entitled to include more shares than such stockholder requested to be registered, officer, director, Pari Passu Holders 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. (e) 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. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) two registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) per calendar year pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other the Registration Statement of relating to the CompanyInitial Public Offering. For purposes of this Section 2.1(f2.1(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 a material adverse change in the business or financial condition of the Company which is made known to the Stockholders Investors after the date on which such registration was requestedrequested and the request was withdrawn upon learning such information) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if less than all of the total number of Registrable Shares that Investors have requested to be included in such Registration Statement are so included unless such reduction is as a result of an exercise of the underwriter’s cut-back provisions. (gf) 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 45 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. (a) At any time after the earlier of (x) December 30, 2001 or (y) six months after the closing of the Initial Public Offeringand from time to time, a Stockholder or Stockholders holding in the aggregate at least 35% thirty percent (30%) 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 Stockholder or Stockholders having an aggregate value of at least Five Million Dollars ($5,000,000 5,000,000) (based on the then current market price or fair valuevalue on the date of such 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 then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form) (if Form S-3 (or such successor form) is available for such offering), of Registrable Shares having an aggregate value of at least Two Million Dollars ($500,000 2,000,000) (based on the then current public market priceprice on the date of such request). (c) Upon receipt of any request for registration pursuant to this Section 22.1, the Company shall promptly within two (2) business days 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 five (5) 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(d) below. Thereupon, the Company shallshall use its reasonable best efforts to effect, as expeditiously as possible, use its best efforts to effect but no later than thirty (30) days following the date of the registration request under Section 2.1(a) or (b) as applicable, 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)); provided further that if a request for registration shall be in the form of an underwritten offering, and the Company already has an effective Registration Statement that covers the resale, from time to time, of Registrable Shares held by the Initiating Holder, the Company shall use reasonable best efforts to effectuate such underwritten offering as soon as practicable but, in any event, no later than ten (10) business days of such request. (d) 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(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 ’s participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors securities of the Company holding securities held by officers and directors of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(dSections 2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "“Other Holders"”) or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(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 number of shares that may be included in such registration (the “Maximum Number of Securities”) and underwriting shall be allocated (i) first to Perceptive and North Bridge, and (ii) second, to the extent that the Maximum Number of Securities is not exceeded, among all holders of Registrable Shares and Pari Passu Holders requesting registration registration, in each case, in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders them at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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 withheldwithheld or delayed. (f) The Company shall not be required to effect (i) more than three (3) registrations (for the avoidance of doubt, not including any Permitted Withdrawn Registrations) pursuant to Section 2.1(a) or underwritten offerings pursuant to an effective shelf Registration Statement, in each case initiated by Perceptive, (ii) more than three (3) registrations (for the avoidance of doubt, not including any Permitted Withdrawn Registrations) pursuant to Section 2.1(a) covering Registrable Shares held by any Investors or Stockholders other than Perceptive or (iii) more than two (2) registrations pursuant to Section 2.1(a(for the avoidance of doubt, not including any Permitted Withdrawn Registrations) or more than three (3) registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted (i) unless at least fifty percent (50%) of the Registrable Shares requested by the Initiating Holders to be registered on such Registration Statement have been included therein and (ii) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (registration, other than a Permitted Withdrawn Registration). For purposes hereof, a “Permitted Withdrawn Registration” shall mean any registration for which the Initiating Holders (x) withdraw their request for such registration as a result of material 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 requestedrequested or (y) and otherwise withdraw their request for such registration but elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For the avoidance of doubt, at any time prior to the effective date of the Registration Statement relating to a registration requested pursuant to Section 2.1(a) or the “pricing” of any underwritten offering, an Initiating Holder may revoke or withdraw such registration with respect to itself without liability to any other Stockholders participating in such registration, in each case by providing written notice to the Company. (g) 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 ninety (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. At such time as the Company shall have qualified for the use of Form S-3 (a) At or any time after similar form or forms promulgated by the earlier Commission), the Holders of (x) December 30, 2001 or (y) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 3551% of the Registrable Shares then outstanding may request, in writing, that Securities shall have 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 then current market price or fair value). (b) At any time after the Company becomes eligible right 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 then outstanding may request, in writing, that the Company effect the request one registration on Form S-3 (or such successor similar form, as the case may be (collectively, "FORM S-3"), of Registrable Shares having an aggregate value of at least $500,000 (based on the then current public market price). (c) Upon receipt of any request for registration pursuant to this Section 2, the . The Company shall promptly give prompt written notice of such proposed registration to all other Stockholdersrecord Holders of Registrable Securities. Such Stockholders Holders shall have the right, by giving written notice to the Company within 30 days after from receipt of the Company provides its Company's notice, to elect to have included in such registration such of their Registrable Shares Securities 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(d) below. Thereupon, the Company shall, as expeditiously as possiblepracticable, use its best efforts to effect the registration registration, on an appropriate registration form Form S-3, of all shares of Registrable Shares Securities which the Company has been requested to so register (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)). (d) 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(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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(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 number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required obligated to effect file and cause to become effective (i) more than one registration under this Section 2(a) or (ii) any registration (other than Registration Statement on Form S-3 or any successor form relating to secondary offerings) within six months after where the effective date of any other Registration Statement proposed aggregate offering price of the Company. For purposes of this Section 2.1(f), a Registration Statement shall not Registrable Securities to 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 sold thereunder is less 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)$500,000. (g) A. If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.12(a), the Company is engaged or has fixed plans to engage within thirty (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 3 or is engaged in any other activity whichthat, 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 (6) months from the effective date of such offering or the date of commencement of such requestother material activity, such right to delay a request to be exercised by as the Company not more than once in any 12-month periodcase may be.

Required Registrations. (a) At any time after the earlier of (xi) December 30, 2001 the fifth anniversary of the Series C Original Issue Date or (yii) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 35% thirty percent (30%) of the Registrable Shares then outstanding (which in the event that an Initial Public Offering has not yet occurred, must include holders of at least fifty percent (50%) of the Registrable Shares issued or issuable upon conversion of the Series B Preferred and Series C Preferred 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 Stockholder or Stockholders having an aggregate value of at least Five Million Dollars ($5,000,000 5,000,000) (based on the then current market price or fair valuevalue on the date of such 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 then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form) (if Form S-3 (or such successor form) is available for such offering), of Registrable Shares having an aggregate value of at least Two Million Dollars ($500,000 2,000,000) (based on the then current public market priceprice on the date of such request). (c) 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 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 managing underwriter as provided in Section 2.1(d) below. Thereupon, the Company shallshall use its reasonable best efforts to effect, as expeditiously as possible, use its best efforts to effect but no later than sixty (60) days following the date of the registration request under Section 2.1(a) or (b) as applicable, 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)). (d) 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(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 ’s participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors securities of the Company holding securities held by officers and directors of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(dSections 2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "“Other Holders"”) or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(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 number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders them at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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 withheldwithheld or delayed. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three two (32) registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(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 (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). (g) 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 ninety (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. (a) At any time after the earlier of (xi) December 30November 17, 2001 2014 or (yii) six months after the closing of the Initial Public Offering, a Stockholder an Investor or Stockholders Investors holding in the aggregate at least 35% a majority 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 Stockholder Investor or Stockholders Investors having an aggregate value of at least $5,000,000 20,000,000 (based on the then current market price or fair valuevalue on the date of such 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 an Investor or Stockholders Investors holding in the aggregate at least 20% a majority of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares owned by such Investor or Investors having an aggregate value of at least $500,000 10,000,000 (based on the then current public market priceprice on the date of such request). (c) 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 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 terms of the managing underwriter as provided in Section 2.1(d) below). Thereupon, the Company shall, as expeditiously as possiblepossible (but in no event later than (i) 90 days in the case of a request under Section 2.1(a) and (ii) 60 days in the case of a request under Section 2.1(b)), 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; 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)). (d) 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(c). The In such event, (i) the right of any other Stockholder Investor 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 Investor’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(d, and (ii) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders and Other Holders all Investors including Registrable Shares in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in upon customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) terms with the underwriter or underwriters managing underwriterthe offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders the Investors materially greater than the obligations of the Stockholders Investors pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(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 number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time 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 holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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 Investor who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Investor may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Investors requesting registration in 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 Investor would thus be entitled to include more Registrable Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata in the manner described in the preceding sentence. (fe) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) two registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other the Registration Statement of relating to the CompanyInitial Public Offering. For purposes of this Section 2.1(f2.1(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 Investors 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(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 30% of the total number of Registrable Shares that Investors have requested to be included in such Registration Statement are so included. (gf) 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 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 12-month period.

Required Registrations. (a) At Subject to the terms and conditions of this Agreement, including without limitation Section 2(g), at any time after the earlier of (x) December 30, 2001 the third anniversary date of this Agreement or (y) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 3530% of the Senior 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 Senior Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $5,000,000 10,000,000 (based on the then current market price or fair value). Each such Stockholder's request shall specify the number of Registrable Shares for which registration is sought by such Stockholder. (b) At Subject to the terms and conditions of this Agreement, including without limitation Section 2(g), 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 2015% of the Senior Registrable Shares then outstanding or holding any Junior 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 value of at least $500,000 5,000,000 (based on the then current public market price). (c) 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 20 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(d2.1(e) below. Thereupon, the Company shall, as expeditiously as possible, use its best commercially reasonable 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)). (d) 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(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. . (e) 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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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; provided further, that the Company shall use commercially reasonable efforts to negotiate with the underwriters so that the underwriting agreement will not require the Stockholders to make any representation or warranty other than in connection with information described in Section 2.7. Notwithstanding any other provision of this Section 2.1(d2.1(e), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offeringoffering or could not reasonably be sold within the price range acceptable to the Initiating Holders owning a majority of the securities requested to be included by the Initiating Holders, then first the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and ), second the securities held by Other Holders (other than Registrable Shares) and third Junior Registrable Shares in the case of an offering initiated by holders of Senior Registrable Shares and Senior Registrable Shares in the case of an offering initiated by holders of Junior Registrable Shares shall be excluded from such registration and underwriting in that order and 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 first among all holders of Senior Registrable Shares and Pari Passu Holders requesting registration in proportion, as nearly as practicable, to the respective number of Senior Registrable Shares held by the holders of Registrable Shares and shares held by Pari Passu Holders them at the time of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be and second among all holders of Junior Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of Junior Registrable Shares held by them at the time of the request for registration made by the Initiations Holders pursuant to Section 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director, Pari Passu Holders 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 (i) the managing underwriter so agrees and if agrees, (ii) the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited and (iii) the inclusion of the Company's securities will not, in the opinion of the managing underwriters, adversely affect the ability of the holders of Registrable Shares to be included in the offering to sell such Registrable Shares within the price range acceptable to the Initiating Holders holding a majority of the securities requested to be included by the Initiating Holders. (ef) 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 the approval of a majority of the CompanyInitiating Holders, which approval will not be unreasonably withheldwithheld or delayed. (fg) The Company shall not be required to effect file or cause a Registration Statement to be declared effective for (i) more than one registration pursuant to Section 2.1(a) during any 12-month period, (ii) more than two (2) registrations pursuant to Section 2.1(a) or during the term of this Agreement, (iii) more than three (3) seven registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b) during the term of this Agreement, of which two may be initiated by BayCorp, one may be initiated by Equiva as to its Junior Registrable Shares, one may be initiated by Ellixxx Xxxociates, L.P. ("Ellixxx"), one may be initiated by Omega Advisors, Inc. ("Omega") and two may be initiated by holders of Senior Registrable Shares other than Ellixxx xxx Omega. In addition, during the one year immediately following the Initial Public Offering, the Company shall not be required to effect any registration (other than a registration on Form S-3 or any successor form relating to non-underwritten secondary offerings) within six months after the effective date of any other Registration Statement of the Company. After the first anniversary of the Initial Public Offering, the Company shall not be required to effect any registration (other than a registration on Form S-3 or any successor form relating to non-underwritten secondary offerings) within three months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(f2.1(g), 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 adverse 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). In addition, and notwithstanding the foregoing provisions of this Section 2.1(g), in the event that, in connection with any registration pursuant to 2.1(a) or 2.1(b), if (x) the underwriters insist, despite commercially reasonable efforts by the Company to the contrary, that as a condition to the participation of Equiva in the offering Equiva make representations and warranties other than representations and warranties in connection with information described in Section 2.7 and (y) Equiva elects not to participate in such registration as a result of such underwriters' action, then Equiva by itself shall be entitled to initiate one additional registration pursuant to Section 2.1(a) or 2.1(b), as applicable, regardless of the percentage of outstanding shares of Senior Registrable Shares or Junior Registrable Shares then owned at such time by Equiva or the aggregate value of the Senior Registrable Shares or Junior Registrable Shares to be registered (by Equiva or others), and the number of registrations that the Company is required to effect pursuant to clause (ii) or (iii), as the case may be, shall be increased by one. (gh) 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 50 days from the date of such request. During any such delay period, such the Company shall continue to prepare a proposed Registration Statement, but may delay filing a Registration Statement pursuant to this Section 2.1(h). The Company's right to delay a request to may not be exercised by the Company not more than once twice in any 12-month period.

Required Registrations. (a) At any time after the earlier of (x) December 3020, 2001 2002, or (y) six months after the closing of the Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 35% 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 Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (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 202% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $500,000 1,000,000 (based on the then current public market price). (c) 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(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 (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)). (d) 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(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(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") or the Pari Passu Holders request such inclusion, the Company may include the securities of such officers, directors, Pari Passu Holders directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors, Pari Passu Holders 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(d)2.1, if the managing underwriter advises the Company determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers or directors of the Company (holders other than Registrable Shares) Stockholders 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 and, if a further limitation of on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares Stockholders and Pari Passu Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares shares of Common Stock (on an as-converted basis) which they held by the holders of Registrable Shares and shares held by Pari Passu Holders at the time of the request for registration made by Company gives the Initiating Holders pursuant to notice specified in Section 2.1(a) or (b2.1(c), as the case may be. If any holder of Registrable Shares, officer, director, Pari Passu Holders 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. (e) 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. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a) or more than three (3) registrations in any 12-month period (less any registrations effected during such 12-month period pursuant to Section 2.1(a)) pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(f2.1(e), a Registration Statement shall not be counted until such time as such if (i) the Registration Statement has been is not declared effective by the Commission or the Initiating Holders are unable to sell at least 50% of the shares they sought to sell pursuant to such Registration Statement (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)) or (ii) the Company sells any shares of Common Stock for its own account pursuant to the Registration Statement. (gf) 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.