Common use of Requested Registration Clause in Contracts

Requested Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): (i) Unless the requested registration would have an aggregate offering price to the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c)

Requested Registration. In case (a) At any time after the date hereof, Holder may deliver to the Company shall receive from Initiating Holders a written request (a “Registration Request”) that the Company effect any file and use its best efforts to cause to become effective a “shelf” registration statement on Form S-3 (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the resale by the ADS Shareholders of their shares of Registrable Eligible Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act with respect to such number of Eligible Securities owned by Holder as may shall be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request; provided, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoinghowever, that the Company shall not be obligated to take any action required to effect more than two registrations on Form S-1 (or complete any such registration successor form) and two registrations on Form S-3 (or any successor form) pursuant to this Subsection Section 2.1. If such offering is to be an underwritten offering, the managing underwriter or underwriters must be reasonably acceptable to both Holder and the Company, which acceptance shall not be unreasonably withheld. The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall be contractually obligated to sell for the account of other security holders. Notwithstanding the foregoing provisions of this Section 2.1(a), to the extent that, in the opinion of the underwriter or underwriters (b): if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) Unless First, the requested registration would have an aggregate offering price to the public number of all Registrable Securities sought shares of Common Stock to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities on behalf of the Company (Persons other than a registration of securities in a Rule 145 transaction or with respect the Holder, if any, shall be reduced (to an employee benefit plan)zero, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iiiif necessary) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish pro rata according to the Initiating Holders a certificate signed number of shares of restricted Common Stock held by each to the extent permitted by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement Company’s agreements with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c)Persons; and

Requested Registration. In case (a) At any time after the Closing Date, Holders holding at least a majority of the shares constituting Eligible Securities may deliver to the Company shall receive from Initiating Holders a written request that the Company effect any file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by the Holders as shall be specified in such request (a "Registration Request"), including, if specified in the Registration Request, a "shelf" registration statement on Form S-3 (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the resale by the ADS Shareholders of their shares of Registrable Eligible Securities, the Company will: (1) promptly give written notice of the proposed registration for an offering to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such requestAct; provided, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoinghowever, that the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b): ) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request has been delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) Unless first, the requested registration would have an aggregate offering price to the public number of all Registrable Securities sought shares of Common Stock to be registered by all ADS Shareholders exceeding $250,000on behalf of the Company shall be reduced (to zero, if necessary); and (ii) Following second, the filing ofnumber of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be reduced (to zero, if necessary) pro rata according to the number of shares of restricted Common Stock held by each; and for 180 days immediately following (iii) third, the effective date ofnumber of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any registration statement pertaining Holder of any right hereunder with respect to equity shares of Eligible Securities shall not affect or diminish any other rights of such Holder hereunder with respect to any other securities of the Company held by such Holder. (other d) In addition to any rights Leaf Mountain may have under clause (a) above, while it is the holders of not less than an aggregate of 750,000 shares of the Common Stock (calculated assuming the exercise of all rights, options, warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock), may deliver to the Company, on a single occasion, a Registration Request that the Company file and use its best efforts to cause to become effective, a registration of securities in a Rule 145 transaction or statement under the Securities Act with respect to an employee benefit plan)Eligible Securities comprising not less than 750,000 shares of Common Stock, provided that on the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish terms and subject to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention other conditions applicable to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply any Registration Request under this subsection Section. Within forty-eight (b48) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date hours of this Agreement. Subject to the foregoing clauses i through viireceipt of such Registration Request, the Company shall file a registration statement covering the Registrable Securities so requested provide written notice to be registered as soon as practicable after receipt all of the request or requests holders of the Initiating HoldersSeries E Preferred Stock of such Registration Request. (c)2.2

Requested Registration. In case Upon the Company shall receive from Initiating Holders a written request of the Subscriber that the Company effect any a shelf registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of shares of Common Stock held by the ADS Shareholders Subscriber and specifying the intended method of all or disposition thereof, the Company shall use its best efforts to effect such portion of such Registrable registration under the Securities as are specified in such request, together with all or such portion Act of the Registrable Securities requested number of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect shares of Common Stock (the "Requested Shares") to the Company within twenty days after extent required to permit the date disposition (in accordance with the intended methods as specified by the Subscriber) of such written notice from the Company. Requested Shares pursuant to Rule 415; provided, however, that (3i) Notwithstanding the foregoing, the Company shall not be obligated to take any action required to effect or complete any such registration pursuant to this Subsection (b): (i) Unless the requested at any time when an exemption from registration would have an aggregate offering price is otherwise available to the public Subscriber affording the Subscriber the right to dispose of all Registrable Securities sought to be registered of the shares of Common Stock held by all ADS Shareholders exceeding $250,000the Subscriber; (ii) Following the filing of, and Company shall be required to effect no more than one (1) registration(s) for 180 days immediately following the effective date of, Subscriber in any twelve month period (including any registration statement pertaining effected pursuant to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit planSection 4.2 hereof), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish not be required to effect a registration under this Section 4.1 if it does not qualify for use of Form S-3 (or any successor form) for the Initiating Holders a certificate signed by the President registration of the Company (i) giving notice of its bona fide intention Requested Shares. Any registration requested pursuant to effect this Section 4.1 shall be effected by the filing of a registration statement with on Form S-3 (or any other form that includes substantially the Commissionsame information as would be required to be included in a registration statement on such forms as presently constituted, other than a registration statement relating to offers to employees pursuant to plans or of securities to be issued in business combinations). The Company shall use its reasonable efforts to keep such registration statement continuously effective until the earlier of (i) such time as RMS shall have sold all of the Requested Shares or (ii) stating that in the good faith judgment all of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) Shares may be deferred one or more times for a period not sold pursuant to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (cRule 144(k).

Requested Registration. In case (a) If either Mayo or the Investor shall notify the Company after December 31, 1996, that he or it proposes to sell or transfer any of the Registrable Securities and requests registration thereof, the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration such request to all other ADS Shareholders; Holders and (2comply with paragraph 10.2(b) below. If the managing underwriter of the offering being registered pursuant to this paragraph 10.2(a) advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders of Registrable Securities in proportion, as soon nearly as practicable, effect to the respective amounts thereof held by or issuable to such Holders at the time of filing the registration statement for which registration has been demanded. Any provision herein to the contrary notwithstanding, the right to request registration shall be limited to two registrations initiated by each of Mayo and the Investor; provided, however, that (i) no such request shall require a registration statement to become effective prior to 180 days after the effective date of a registration statement that shall have been filed by the Company covering a firm commitment underwritten public offering of Common Stock in which the Company's shares are to be traded on NASDAQ-NMS or listed on the American Stock Exchange or the New York Stock Exchange, if the Company shall theretofore have given written notice of such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under statement to the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Holders of the Registrable Securities of any ADS Shareholder pursuant to this paragraph 10.2(a) or ADS Shareholders joining in such request by delivering a written notice to such effect to Section 10.6 and shall have thereafter pursued the Company within twenty days after the date preparation, filing and effectiveness of such written notice from the Company. registration statement with diligence; and (3ii) Notwithstanding the foregoing, the Company shall not be obligated to take any action required to effect or complete any such a registration pursuant unless the Holder(s) requesting registration propose to this Subsection (b): (i) Unless the requested registration would have dispose of Registrable Securities having an aggregate offering disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000. A right to demand registration shall be deemed exercised when the public of all Registrable Securities registration statement is effective. If and when the rights hereunder are sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through viiexercised, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating notify all other Holders. (c).

Requested Registration. In case (a) If either Mayo or the Investor shall notify the Company after December 31, 1996, or MidMark shall notify the Company after May __, 1998, that he or it proposes to sell or transfer any of the Registrable Securities and requests registration thereof, the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration such request to all other ADS Shareholders; Holders and (2comply with paragraph 3.2(b) below. If the managing underwriter of the offering being registered pursuant to this paragraph 3.2(a) advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders of Registrable Securities in proportion, as soon nearly as practicable, effect to the respective amounts thereof held by or issuable to such Holders at the time of filing the registration statement for which registration has been demanded. Any provision herein to the contrary notwithstanding, the right to request registration shall be limited to two registrations initiated by each of Mayo, the Investor and MidMark; provided, however, that (i) no such request shall require a registration statement to become effective prior to 180 days after the effective date of a registration statement that shall have been filed by the Company covering a firm commitment underwritten public offering of Common Stock in which the Company's shares are to be traded on NASDAQ-NMS or listed on the American Stock Exchange or the New York Stock Exchange, if the Company shall theretofore have given written notice of such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under statement to the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Holders of the Registrable Securities of any ADS Shareholder pursuant to this paragraph 3.2(a) or ADS Shareholders joining in such request by delivering a written notice to such effect to Section 3.6 and shall have thereafter pursued the Company within twenty days after the date preparation, filing and effectiveness of such written notice from the Company. registration statement with diligence; and (3ii) Notwithstanding the foregoing, the Company shall not be obligated to take any action required to effect or complete any such a registration pursuant unless the Holder(s) requesting registration propose to this Subsection (b): (i) Unless the requested registration would have dispose of Registrable Securities having an aggregate offering disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000. A right to demand registration shall be deemed exercised when the public of all Registrable Securities registration statement is effective. If and when the rights hereunder are sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through viiexercised, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating notify all other Holders. (c).

Requested Registration. In case After the Company shall receive from Initiating Holders a earlier to occur of 150 days following the first public offering following the date hereof (the "First Offering") of capital stock of NRI or October 30, 1993, upon the written request of HSN that NRI effect the Company registration under the Securities Act of all or a portion of the Common Stock and specifying the intended method of disposition thereof, NRI shall use its best efforts to effect such registration under the Securities Act of the requested number of shares of Common Stock to the extent required to permit the disposition (in accordance with the intended methods as specified by HSN) of the Common Stock so to be registered; provided, however, -------- that (a) NRI shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to HSN affording HSN the right to dispose of the number of shares of Common Stock requested to be registered; and (b) NRI shall be required to effect no more than one registration per year during any calendar year and no more than three registrations in the aggregate (not including any registration effected pursuant to Section 4.2 hereof). If a nationally recognized investment banking firm acting as financial advisor or underwriter for NRI advises NRI that market conditions require a limitation in the number of shares of Common Stock to be registered, the number of shares of Common Stock registered pursuant to this Section 4.1 shall be reduced accordingly, provided, however, that in the event of such a reduction, such registration shall not be counted against the number of registrations which NRI may be required to effect in the aggregate with respect to the resale by Common Stock but will count against the ADS Shareholders number of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as registrations which NRI may be so requested and as would permit or facilitate required to effect in the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified calendar year in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in which such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Companyis made. (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such Any registration requested pursuant to this Subsection (b): (i) Unless the requested registration would have an aggregate offering price to the public of all Registrable Securities sought to Section 4.1 shall be registered effected by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with on Form X-0, X-0 or S-3 (or any other form that includes substantially the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it same information as would be seriously detrimental required to the Company or its stockholders for be included in a registration statement to be filed in the near future. In on such caseforms as presently constituted, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More other than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested relating to offers to employees pursuant to plans or of securities to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (cissued in business combinations).

Requested Registration. In case At any time following the 180th day after the consummation of the Company's initial public offering of shares of Common Stock, any Major Purchaser may deliver to the Company shall receive from Initiating Holders a written request that the Company effect any the registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion part of the Registrable Securities held by such person (a "REQUESTED REGISTRATION"). Upon the delivery of any ADS Shareholder or ADS Shareholders joining such request, the Company will use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Company has been so requested to register in accordance with this Section 2(a) within sixty (60) days after receipt of such request by delivering a written notice to or within thirty (30) days after receipt of such effect to request if the Company within twenty days after the date of such written notice from the Company. is qualified to file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (3collectively, "COMMISSION FORM S-3"); PROVIDED, HOWEVER, that (i) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration a Requested Registration pursuant to this Subsection Section 2(a) during the 180 day period immediately following the commencement of a public offering of the Company's equity securities and (b): (iii) Unless the requested registration would have an Company shall not be obligated to effect a Requested Registration on Commission Form S-1 if the anticipated aggregate offering price of the Registrable Securities and other securities to be sold in such registration is less than $1,000,000 unless the requesting Major Purchasers pay the Registration Expenses incurred with respect to such registration. The Company must effect an unlimited number of registrations pursuant to this subdivision (a) to the public of all Registrable Securities sought extent such registrations may be effected on Commission Form S-3, but the Company shall not be obligated to be registered by all ADS Shareholders exceeding $250,000; effect more than three Requested Registrations hereunder other than on Commission Form S-3. Subject to subdivision (ii) Following f), the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity Company may include in such Requested Registration other securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)for sale, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation account or for the account of any other person, subject to registerthe managing underwriter, qualify or comply if any, determining that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Holder making a request under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (cSection 2(a).

Requested Registration. In case At any time after the Company shall receive from Initiating Holders a earlier of: (i) Company's initial public offering of equity securities, or (ii) the second anniversary of the date of this Agreement, upon written request by the Majority Investors that the Company effect any the registration with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion part of the Registrable Securities (a "Requested Registration"), the Company shall use its diligent efforts to effect the registration under the Securities Act of any ADS Shareholder or ADS Shareholders joining in the Registrable Securities that the Company has been so requested to register by such Majority Investors within ninety (90) days after receipt of such request by delivering a written notice to or within forty-five (45) days after receipt of such effect to request if the Company within twenty days after the date of such written notice from the Company. is qualified to file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (3collectively, "Commission Form S-3"); provided, however, that (i) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration a Requested Registration on Commission Form S-3 pursuant to this Subsection Section 2(a) unless the anticipated aggregate offering price of the Registrable Securities to be sold pursuant thereto is at least $5,000,000 in the aggregate and (b): ii) each Investor, acting alone, shall have the right to request that the Company register all or any portion of such Investor's Registrable Securities (subject to the $5,000,000 aggregate offering threshold referenced above) if the Company is qualified to file a registration statement on Commission Form S-3, whether or not the Majority Investors join in such request, and thereupon the Company shall use its diligent efforts to effect such registration in accordance with the provisions hereof. The Company must effect an unlimited number of registrations pursuant to this Section 2(a) to the extent such registrations may be effected on Commission Form S-3 (and meet the $5,000,000 aggregate offering threshold referenced above); provided, however, that (i) Unless the requested Company shall not be obligated to effect more than three (3) Requested Registrations hereunder on Commission Form S-1 or any other Commission Form other than Commission Form S-3; and (ii) the Company shall not be obligated to keep effective at any one time more than three registration would have an aggregate offering price statements on Commission Form S-3 with respect to the public of all Registrable Securities sought requested to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing ofin accordance with this Section 2(a), and for 180 days immediately following if the Company is requested to effect the registration of Registrable Securities on Commission Form S-3 at a time when it is keeping three such registration statements effective, it may delay effecting such Requested Registration until it is no longer required in accordance with Section 3(a)(iii) to keep effective date ofone of the then effective registration statements on Commission Form S-3. Subject to Section 2(f) and the next succeeding sentence of this section 2(a), any registration statement pertaining to equity the Company may include in such Requested Registration other securities of the Company (for sale, for the Company's account or for the account of any other than person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the Registrable Securities subject to such Requested Registration at a registration price range approved in writing by the Majority Investors. Upon receipt of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided any such written request by the Majority Investors that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request effect a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If Requested Registration, the Company shall furnish will notify each other Investor of such request at least thirty (30) days prior to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a such registration statement with statement, and upon the Commission, or request of any such Investor given in writing within fifteen (ii15) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date receipt of this Agreement. Subject such notice, subject to the foregoing clauses i through viiSection 2(f), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt thereafter cause any of the request Registrable Securities specified by any such Investor to be included in such registration statement (and any related qualification under blue sky laws or requests other compliance) to the extent such registration is permissible under the Securities Act and subject to the conditions of the Initiating Holders. (cSecurities Act.).

Requested Registration. In case (a) If at any time prior to the Company satisfaction of the Company's obligations to file and keep effective the Shelf Registrations pursuant to Section 2(a) hereof, Xxx Xxxxxxxx ("Xxxxxxxx") is no longer the Chairman of the Board of the Company, Shareholders owning a majority of the Registrable Shares, shall receive from Initiating Holders a have the right to require the Company, by written request that (the Company "Demand Request"), to effect any an underwritten registration with respect to the resale Registrable Shares owned by the ADS such Shareholders of and their shares of Registrable Securities, the respective Affiliates. The Company will: (1) promptly will give prompt written notice (the "Notice of the proposed Demand Request") of such demand for an underwritten registration to all other ADS Shareholders; Shareholders and (2) thereupon the Company shall, as soon expeditiously as reasonably practicable, effect such file a Registration Statement relating to the registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsof (i) as may be first, the Registrable Shares which the Company has been so requested to register by the demanding Shareholders and (ii) second, all other Registrable Shares as would to which Shareholders (other than the demanding Shareholders) shall have made a written request to the Company for registration thereof within 30 days after the Notice of Demand Request, all to the extent necessary to permit or facilitate the sale and distribution or other disposition in an underwritten offering by the ADS such Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining Shares to be so registered; provided; however, that (i) if such registration is a Cutback Registration, the Company shall register in such request registration (A) first, the Registrable Shares proposed to be sold by delivering a written notice Shareholders and (B) second, the Registrable Shares proposed to be sold by each of Xxxxxxxx, his relatives and/or trust(s) for the benefit thereof, and Merchant Partners, L.P. and its partners holding Registrable Shares included in such effect Registration Statement pursuant to the Company within twenty days after the date of such written notice from the Company. Merchant Agreement; and (3ii) Notwithstanding the foregoing, that the Company shall not be obligated to take any action to effect or complete any such registration registration, qualification or compliance pursuant to this Subsection Section 4(a) (b): (iA) Unless of a number of Registrable Shares in excess of the requested registration would have an aggregate offering price number of Registrable Shares for which the Company is then required to the public of all Registrable Securities sought effect Shelf Registrations pursuant to be registered by all ADS Shareholders exceeding $250,000Section 2(a); (iiB) Following within 90 days (or such other date as may be agreed between the filing ofCompany, the Shareholders, and for 180 days the managing underwriter of an underwritten offering of Registrable Shares) immediately following the effective date of, of any registration statement Registration Statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to such an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveunderwritten offering; (iiiC) If if the Initiating Holders are able to request Shareholders have, within the past 270 days, caused a registration on Form S‑3 pursuant to subsection (c) hereofRequested Registration; or (ivD) If if the Company shall furnish demanding Shareholders have requested the registration of Registrable Shares in an aggregate price to the Initiating Holders a certificate signed by the President public of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More less than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c)$7,500,000.

Requested Registration. In case (a) If at any time following the consummation of an initial public offering of Capital Stock, the Company shall receive receives from Initiating Holders any one (1) of (x) Austin Ventures, (y) BT Capital, or (z) NationsBanc, a written request that the Company effect any a registration under the Securities Act with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: , as expeditiously as possible, notify in writing all the Holders of such request and use its diligent best efforts to effect all such registrations (1) promptly give written notice of the proposed registration to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (includingIncluding, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, including the 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 regulationslaws) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such the Registrable Securities as are specified in such request, together with all or such portion of the any Registrable Securities held by other Holders who may desire to participate in such registration; provided, however, that a Holder's request may not be made within three months following the effectiveness of any ADS Shareholder registered public offering of Capital Stock or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within one hundred twenty (120) days after the date of such written notice from following the Company. (3) Notwithstanding the foregoing, the Company shall not be obligated to take 's receipt of any action to effect or complete any such effective request for registration pursuant to this Subsection subparagraph 3(a); and provided, further, that before filing any such registration statement or any amendments or supplements thereto, the Company will (b): (ix) Unless the requested registration would have an aggregate offering price furnish to the public Holders of Registrable Securities which are to be included in such registration copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders and their counsel, and (y) give the Holders of Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any included in such registration statement pertaining and their representatives the opportunity to equity securities conduct a reasonable investigation of the records and business of the Company (other than a registration of securities in a Rule 145 transaction or with respect and to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that participate in the good faith judgment preparation of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c)any such

Requested Registration. In case (a) If (A) (i) the Transfer Restriction Period shall have expired pursuant to clause (w) or (y) of the definition thereof, (ii) Purchaser seeks to make an Excess Transfer and (iii) the Company and/or its assignee(s) do not exercise the right of first offer specified in Section 5.3 above (including in the event Purchaser does not accept the Offer to Purchaser made pursuant to Section 5.3(b) above) or (B) the Transfer Restriction Period shall receive from Initiating Holders have expired pursuant to clause (x) or (z) of the definition thereof, Purchaser shall have the right to make a written request that the Company effect any a registration under and in accordance with the provisions of the Securities Act with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice all or a part of the proposed registration Shares (such request shall state the number of Shares to all other ADS Shareholders; be disposed of and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders intended methods of all or such portion disposition of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request shares by delivering Purchaser) (a written notice to such effect to the Company within twenty days after the date of such written notice from the Company“Registration Request”). (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): (i) Unless the requested registration would have an aggregate offering price to the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company Purchaser shall furnish to the Initiating Holders a certificate signed Company such information regarding Purchaser and the distribution proposed by Purchaser as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Article VI. As used in this Article VI, the term “Shares” shall include the Shares, any additional shares of Common Stock issued by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years are acquired by Purchaser after the date of this Agreement without violation of this Agreement. Subject , and all securities issued directly or indirectly with respect to the foregoing clauses i through viiShares. Purchaser shall be entitled to no more than two Registration Requests pursuant to this Section 6.1 from the Company. No Registration Request will count for the purposes of the limitations in the preceding sentence if: (A) Purchaser withdraws the Registration Request prior to (x) in the case of a Registration Request in which a roadshow or significant marketing activity involving the management of the Company is contemplated, the Company shall file a earlier of (1) the commencement of any such roadshow or significant marketing activities or (2) the effectiveness of any new registration statement covering filed by the Registrable Securities so requested Company in response to be registered as soon as practicable after receipt such request, or (y) in cases other than the immediately preceding clause (x), the effectiveness of any new registration statement filed by the Company in response to such request, if in either case (x) or (y) Purchaser reimburses the Company for any reasonable out-of-pocket expenses otherwise payable by the Company incurred in connection therewith (it being understood that the Company thereafter may abandon or withdraw such registration); (B) the registration statement relating to such request is not declared effective by the SEC within 60 days of the request or requests date such registration statement is first filed with the SEC; (C) prior to the sale of at least two-thirds of the Initiating Holders. Shares included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order of the SEC or other governmental authority or court not related solely to acts or omissions by Purchaser; or (cD) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by Purchaser).

Requested Registration. In case At any time after the Company shall receive from Initiating Holders a earlier to occur ---------------------- of (A) the fourth anniversary of the date hereof and (B) the Company's initial public offering of equity securities, upon written request by the Holders of at least twenty-five percent of the Registrable Securities outstanding at the time of the request to the Company, that the Company effect any the registration with respect to under the resale by Securities Act of all or part of the ADS Shareholders of their shares of Registrable SecuritiesSecurities (a "Requested Registration"), the Company will: will use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Holders within sixty (160) days after receipt of such request or within thirty (30) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form S-3 (or any successor or similar short-form registration statement (collectively, "Commission Form S-3")); provided, however, that the Company shall not be obligated to effect a Requested Registration, pursuant to this subdivision (a) (X) unless either (i) the requesting Holders pay the Registration Expenses pursuant to Section 2(d) hereof or (ii) the anticipated aggregate offering price of the Registrable Securities to be sold is at least $750,000, in the case of registration on Commission Form S-3, or at least $5,000,000 in the case of other registrations or (Y) during the 180 day period immediately following the commencement of the Company's public offering of equity securities. The Company must effect an unlimited number of registrations pursuant to this subdivision (a) to the extent such registrations may be effected on Commission Form S-3, but the Company shall not be obligated to effect more than three Requested Registrations hereunder other than on Commission Form S-3. Subject to subdivision (f), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of the proposed registration such request to all other ADS Shareholders; Holders, and (2) all Holders shall be afforded the opportunity to participate in such request as soon as practicable, effect follows: The Company will be obligated to include in the Requested Registration such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders number of all or such portion of such Registrable Securities of any Holder joining in such request as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such a written request by delivering a written notice to such effect to the Holder received by the Company within twenty 20 days after the date receipt of such written notice from the Company. (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): (i) Unless the requested registration would have an aggregate offering price to the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c).

Requested Registration. In case (a) If any of Mayo, CMNY or MidMark shall notify the Company after the first anniversary of the consummation of the Initial Offering that he or it proposes to sell or transfer any of his or its Registrable Securities and requests registration thereof, the Company shall receive from Initiating promptly give notice of such request to all other Holders a written request and comply with Section 2(b). Upon receipt of such notice, each such Holder may elect to participate in the applicable Offering. To make such election, any such Holder must give notice to the Company of such Holder's election and the number of shares of Common Stock that such Holder wishes to sell in such Offering within fifteen (15) days of the day that the Company effect gave notice of such request. If the managing underwriter or sole underwriter of any registration with respect Offering being registered pursuant to this Section 2(a) advises the Holders participating therein in writing that marketing factors require a limitation on the number of shares of Common Stock to be underwritten in such Offering, then the number of shares of Common Stock that may be included in such Offering shall be allocated among all Holders participating in such offering in proportion, as nearly as practicable, to the resale respective numbers of shares of Common Stock held by or issuable to such Holders at the time of the filing of the registration statement for such Offering. Any provision herein to the contrary notwithstanding, the right to request registration pursuant to this Section 2 shall be limited to two registrations initiated by each of Mayo, CMNY and MidMark; provided, however, that (i) no such request shall require that a registration statement therefor shall become effective prior to 180 days after the effective date of a registration statement that shall have been filed by the ADS Shareholders of their shares of Registrable SecuritiesCompany covering a firm commitment underwritten Offering, if the Company will: (1) promptly give written shall theretofore have given notice of such registration statement to the proposed Holders pursuant to this Section 2(a) or Section 5 and shall have pursued the preparation, filing and effectiveness of such registration to all other ADS Shareholdersstatement with reasonable diligence; and (2ii) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action required to effect or complete any such a registration pursuant unless the Holder requesting registration proposes to this Subsection (b): (i) Unless the requested registration would have dispose of Registrable Securities having an aggregate offering disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000. A right to demand registration shall be deemed to have been exercised when the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities filed on account of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed exercise has been declared effective by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c).

Requested Registration. In case (a) If at any time following the consummation of an initial public offering of Capital Stock, the Company shall receive receives from Initiating the Holders a written request that the Company effect any a registration under the Securities Act with respect to the resale by the ADS Shareholders of their shares of Registrable Securities, the Company will: (1) promptly give written notice , as expeditiously as possible, notify in writing all the Holders of the proposed registration such request and use its diligent best efforts to effect all other ADS Shareholders; and (2) as soon as practicable, effect such registration registrations (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, including the 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 regulationslaws) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such the Registrable Securities as are specified in such request, together with any Registrable Securities held by the other Holders who may desire to participate in such registrations; PROVIDED, HOWEVER, that a Holder's request may not be made within six months following the effectiveness of any registered public offering of Capital Stock; and PROVIDED FURTHER, that before filing any such registration statement or any amendments or supplements thereto, the Company will (x) furnish to the Holders of Registrable Securities which are to be included in such registration copies of all or such portion documents proposed to be filed, which documents will be subject to the review of such Holders and their counsel, and (y) give the Holders of Registrable Securities to be included in such registration statement and their representatives the opportunity to conduct a reasonable investigation of the Registrable Securities records and business of the Company and to participate in the preparation of any ADS Shareholder such registration statement or ADS Shareholders joining in such request by delivering a written notice to such effect to any amendments or supplements thereto; and PROVIDED FURTHER, that the Company within twenty days after shall not be obligated to take any action pursuant to this subparagraph 2(a) if the date Holders request the Company to register an amount of such written notice from the Company. (3) Notwithstanding the foregoingShares representing less than 33% of their Shares; and PROVIDED FURTHER, that the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): (isubparagraph 2(a) Unless after the requested Company has effected one such registration would have an aggregate offering price pursuant to this subparagraph 2(a) at the public request of all Registrable Securities sought the Holders and such registration has been declared or ordered effective. With respect to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 requested pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through viisubparagraph 2(a), the Company shall file may include in such registration any other shares of Capital Stock, subject to the restrictions set forth in subparagraph 2(c) only upon the written consent of the Holders of a registration statement covering majority of the shares of Registrable Securities so requested to be being registered as soon as practicable after receipt of in the request or requests of the Initiating Holders. (c)registration.

Requested Registration. In case (a) At any time after the Closing Date, Holders holding at least a majority of the shares constituting Eligible Securities may deliver to the Company shall receive from Initiating Holders a written request that the Company effect any file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by the Holders as shall be specified in such request (a "Registration Request"), including, if specified in the Registration Request, a "shelf" registration statement on Form S-3 (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the resale by the ADS Shareholders of their shares of Registrable Eligible Securities, the Company will: (1) promptly give written notice of the proposed registration for an offering to all other ADS Shareholders; and (2) as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such requestAct; provided, together with all or such portion of the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoinghowever, that the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b): ) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) Unless first, the requested registration would have an aggregate offering price to the public number of all Registrable Securities sought shares of Common Stock to be registered by all ADS Shareholders exceeding $250,000on behalf of the Company shall be reduced (to zero, if necessary); and (ii) Following second, the filing ofnumber of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be reduced (to zero, if necessary) pro rata according to the number of shares of restricted Common Stock held by each; and for 180 days immediately following (iii) third, the effective date ofnumber of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any registration statement pertaining Holder of any right hereunder with respect to equity shares of Eligible Securities shall not effect or diminish any other rights of such Holder hereunder with respect to any other securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause held by such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near futureHolder. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c)2.2

Requested Registration. In case Request for Registration. Subject to the provisions of Section 2(b) ------------------------ below, if at any time after the earlier of (i) six (6) months after the effective date of the Qualified IPO or (ii) August 12, 2002, the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to the resale by the ADS Shareholders any of their shares of Registrable SecuritiesSecurities in which the anticipated aggregate proceeds is at least $5,000,000, the Company will: (1) promptly give written notice of the proposed registration registration, qualification or compliance to all other ADS ShareholdersHolders; and (2) as soon as practicable, use commercially reasonable efforts to effect such registration registration, qualification or compliance (including, without limitation, 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) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any ADS Shareholder Holder or ADS Shareholders Holders joining in such request by delivering as are specified in a written notice to such effect to request received by the Company within twenty (20) days after the date receipt of such written notice from the Company. (3) Notwithstanding the foregoing; provided, however, that the Company -------- ------- shall not be obligated to take any action to effect or complete any such registration registration, qualification or compliance pursuant to this Subsection Section 2: In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; Within ninety (b): (i90) Unless the requested registration would have an aggregate offering price to the public days of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, and for 180 days immediately following the effective date of, of any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; After the Company has effected three (iii3) If the Initiating Holders are able to request a registration on Form S‑3 such registrations pursuant to subsection (c) hereofthis Section 2(a), and such registrations have been declared effective under the Securities Act; or (iv) If the Company shall furnish to the such Initiating Holders a certificate certificate, signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the CommissionCompany, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders shareholders for a registration statement to be filed in the near future. In such case, then the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this subsection (b) may Section 2 shall be deferred one or more times for a period not to exceed 90 one hundred twenty (120) days in the aggregate. (v) More than two years after from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company -------- ------- may not utilize this Agreementright more than once in any twelve (12) month period. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (c).

Requested Registration. In case After the Company expiration of the "Pooling Period" (as defined in the Merger Agreement), if the Shareholders shall receive from Initiating Holders decide, individually or collectively, to sell or otherwise dispose of Registrable Securities then owned by them and having a written request that market value, in the Company effect any registration aggregate, of no more than Fifteen Million and No/100 Dollars ($15,000,000) with respect to each Shareholder (a "Disposition"), NOVA shall, consistent with the resale terms and conditions of this Section 1.1, use its reasonable best efforts to comply with, and render reasonable assistance with respect to, reasonable requests made by the ADS Shareholders in connection with, and as appropriate to effectuate, such Disposition. NOVA's efforts in this regard would include, if reasonably requested by the Shareholders, (i) assisting the Shareholders in effectuating the Disposition by way of their shares of Registrable Securities, the Company will: a "private placement," or (1ii) promptly give written notice of the proposed preparing and filing one registration to all other ADS Shareholders; and statement (2a "Registration Statement") as soon as practicable, effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act registering Registrable Securities in connection with the Disposition. To the extent a Disposition is effectuated through a Registration Statement, NOVA shall bear all of the costs and any other governmental requirements expenses relating to the Registration Statement or regulations) the Private Placement Memorandum, as the case may be, including but not limited to registration, filing and qualification fees in the instance of the Registration Statement, blue-sky expenses, printing expenses, reasonable fees and disbursements of counsel to NOVA, and accounting fees ("Costs and Expenses"); provided, however, that underwriting discounts and commissions will be so requested and as would permit or facilitate the sale and distribution borne pro rata by the ADS Shareholders of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of Shareholders. The parties hereto acknowledge and agree that the Registrable Securities of any ADS Shareholder or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): (i) Unless the requested registration would have an aggregate offering price to the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000; (ii) Following the filing of, rights and for 180 days immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction or obligations hereunder with respect to an employee benefit plana Disposition shall be conditioned upon such Disposition not having or causing a material adverse impact or effect on (aa) NOVA, (bb) the market perception of NOVA, or (cc) NOVA's financing needs or plans or prospects in connection with financing, the determination with respect to each of "(aa), provided that the Company is actively employing ," "(bb)," and "(cc)" to be made by NOVA in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (i) giving notice of its bona fide intention to effect the filing of a registration statement and with reasonableness in active consultation with the Commission, or Shareholders and the investment banking and other financial advisors of each of NOVA and the Shareholders (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (capplicable).

Requested Registration. In case (a) If at any time after one year from the date hereof, the Company shall receive from Initiating the Holders of at least forty percent (40%) of the Registrable Securities a written request that the Company effect any a registration under the Securities Act with respect to not less than twenty percent (20%) of the resale by the ADS Shareholders of their shares of Registrable Securities, and having an expected aggregate offering price to the public of not less than $15,000,000, the Company will: (1) promptly give written notice , as expeditiously as possible, notify in writing all the Holders of the proposed registration such request and use its diligent best efforts to effect all other ADS Shareholders; and (2) as soon as practicable, effect such registration registrations (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, including the 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 regulationslaws) as may be so requested and as would permit or facilitate the sale and distribution by the ADS Shareholders of all or such portion of such the Registrable Securities as are specified in such request, together with any Registrable Securities held by the other Holders who may desire to participate in such registrations; provided, however, that before filing any such registration statement or any amendments or supplements thereto, the Company will (x) furnish to the Holders of Registrable Securities which are to be included in such registration, copies of all or such portion documents proposed to be filed, which documents will be subject to the review of such Holders and their counsel, and (y) give the Holders of Registrable Securities to be included in such registration statement and their representatives the opportunity to conduct a reasonable investigation of the Registrable Securities records and business of the Company and to participate in the preparation of any ADS Shareholder such registration statement or ADS Shareholders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date of such written notice from the Company. (3) Notwithstanding the foregoingany amendments or supplements thereto; provided, further, that the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Subsection (b): subparagraph 2(a), (i) Unless after (A) the requested registration would Company has effected two such registrations pursuant to this subparagraph 2(a) at the request of the Holders and (B) each of such registrations have an aggregate offering price to the public of all Registrable Securities sought to be registered by all ADS Shareholders exceeding $250,000been declared or ordered effective; (ii) Following during the filing of, and for 180 days immediately following ninety (90) day period commencing with the effective closing date of, any registration statement pertaining to equity securities of the Company (other than a registration of securities in a Rule 145 transaction Company's initial public offering, or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders are able to request a registration on Form S‑3 pursuant to subsection (c) hereof; or (iv) If the Company shall furnish if it delivers notice to the Initiating Holders a certificate signed by the President of the Company Registerable Securities within thirty (i30) giving notice days of any registration request of its bona fide intention intent to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to register, qualify or comply under this subsection (b) may be deferred one or more times for a period not to exceed 90 days in the aggregate. (v) More than two years after the date of this Agreement. Subject to the foregoing clauses i through vii, the Company shall file a registration statement covering for such initial public offering within ninety (90) days. With respect to any registration requested pursuant to this subparagraph 2(a), the Registrable Securities so requested Company may include in such registration any other shares of its capital stock, subject to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (crestrictions set forth in subparagraph 2(c).