Common use of Company Registration Clause in Contracts

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act for its own account or in connection with the account public offering of any of its stockholders with registration rights such securities (other than in connection with (i) a registration effected relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to implement an employee benefit plan the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or arrangement or transaction under Rule 145 of the Act, a business combination transaction or registration on any other similar transaction for which form that does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act sale of the Registrable Securities, or any comparable successor form a registration in which the only Common Stock being registered is applicableCommon Stock issuable upon conversion of debt securities that are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementheld by all Initiating Holders). Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 3.5, the Company shall, subject to the provisions of this Section 1.31.3(c), use all commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested requests to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the The Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than shall notify all Holders in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities writing at least twenty thirty (2030) days prior to the filing of such a Registration Statement (including, but not limited to, a Registration Statement relating to secondary offerings of securities of the Company, but excluding (x) registration statementstatements relating solely to employee benefit plans or debt securities, or (y) registration statements solely with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or (z) a registration on any registration form that does not permit secondary sales), and such lesser time that is reasonable taking into account notice shall describe the Company’s contractual obligation proposed registration and distribution. (b) Each Holder desiring to file include in any such registration statement. Upon Registration Statement all or any part of the written request of each Holder given Registrable Securities held by it shall, within fifteen (15) days after the giving of such above-described notice by from the Company, so notify the Company in writing. The Company shall, subject to Section 1.7, afford each such Holder an opportunity to include in such Registration Statement all or part of such Registrable Securities held by such Holder. (c) If the provisions of this Section 1.3, cause Registration Statement is to be registered under filed in connection with an Underwritten Offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Securities Act in underwriter or underwriters selected for such registration statement all underwriting. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required included in a Registration Statement under this Section 1.3 1.4 to include be included on the same terms and conditions as any similar securities of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of or any other provision security holder included therein and to permit the sale or other disposition of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative prioritiesintended method of distribution thereof. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.4 by giving written notice to the Company of its request to withdraw prior to the filing of the Registration Statement. (e) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, if any, as such Holder shall exist among them; and then second, all other holders of securities having nevertheless continue to have the right to include such securities any Registrable Securities in such registration (including any subsequent Registration Statement or Registration Statements as may be filed by the Holders Company with respect to offerings of its securities, all upon the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersterms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne . (f) In connection with any public offering by the Company of its Common Stock, pursuant to which the Stockholder is entitled to registration rights under this Section 1.4, the Stockholder (including any permitted transferee) if requested in accordance good faith by the Company and the managing underwriter of the Company’s securities, shall agree not to, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any securities of the Company held by them (except for any securities sold pursuant to such Registration Statement) or enter into any hedging transaction relating to any securities of the Company for a period not to exceed ninety (90) days following the effective date of the applicable Registration Statement as agreed to by such parties; provided, that the Stockholder’s obligations under this paragraph (f) shall be conditioned upon all officers and directors entering into similar agreements with the Company and such managing underwriter. For purposes of this Section 1.8 hereof1.4, “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Company Registration. The Company shall (ai) cause a shelf registration statement on Form S-3 (or other appropriate form) covering the resale of all of the Registrable Securities to be filed with the Commission within forty-five (45) days after the Closing Date, (ii) cause such registration statement to be declared effective by the Commission no later than six (6) months after the Closing Date and (iii) keep such registration statement continuously effective until Investor no longer holds any Registrable Securities that may not be sold either pursuant to (x) Rule 144(k) or (y) in their entirety in a single transaction pursuant to Rule 144. The Company will include in such registration (and any related qualifications including compliance with blue sky laws), and in any underwriting involved therein, all Registrable Securities specified by Investor in a written request or requests to the Company, made within ten days after the date of written notice of such registration from the Company to Investor. If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act shares of Common Stock (other than any registration for its own account or the account of the Company of securities issued pursuant to any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or in any other similar transaction for which a registration statement on Form S-4 under acquisition by the Securities Act or any comparable successor form is applicableCompany), the Company will promptly give written notice thereof to include in such registration all shares of Common Stock held by the Holders holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving so included; provided, however, that if, in the case of an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the managing underwriter advises informs the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may requested to be included in such offering by Investor, together with all Registrable Securities (as defined in the underwriting Other Stockholder Agreements) requested to be included in such offering by the Other Investors pursuant to the Other Stockholder Agreements (collectively, the "REQUESTED INVESTOR SHARES") exceeds the amount which can be sold in such offering without adversely affecting the distribution of the shares being offered, the Company shall be allocated include, first, to all of the shares the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled has proposed to participate in accordance with the relative priorities, if anyregister; second, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders many of the Registrable Securities) shall be entitled to participate Requested Investor Shares, chosen pro rata based on the number of Requested Investor Shares, as can be included without adversely affecting such distribution; and, third, any other shares requested of Common Stock proposed to be sold by included in such Holdersoffering. The Company With respect to terms and conditions not provided for in this paragraph or in this Section 6, the "piggyback" rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall have the right not be applicable to terminate or withdraw (i) any registration initiated by it under this Section 1.3 prior statements filed in connection with the registration of warrants to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne purchase Common Stock issued by the Company on the date hereof, (ii) the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration statements filed in accordance connection with Section 1.8 hereofthe registration of Convertible Notes being offered by the Company as contemplated by the preliminary offering memorandum, dated September 20, 2005.

Company Registration. (a) If (but without any obligation to do so) The Company shall file with the Company proposes to register any Commission within five business days of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which date hereof a registration statement on Form S-4 S-3 (the "MSO REGISTRATION STATEMENT") covering the registration of the resale of the Shares under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredAct. (b) In The Company shall use its best efforts to cause the MSO Registration Statement to become effective as promptly as possible, and remain effective during the period of the shorter of (the "REGISTRATION PERIOD"): (A) two (2) years from the date the MSO Registration Statement was declared effective by the Commission and (B) the date on which all Shares have been sold. (c) During the Registration Period, the Company shall: (i) prepare and file with the Commission such amendments and supplements to the MSO Registration Statement and the prospectus used in connection with the MSO Registration Statement as may be necessary to keep the MSO Registration Statement effective during the Registration Period. (ii) comply in all material respects with the provisions of the Securities Act applicable to the Company with respect to the disposition of all securities covered by the MSO Registration Statement. (iii) furnish to the Purchaser (A) such number of copies (including manually executed and conformed copies) of the MSO Registration Statement and of each amendment thereof and supplement thereto (including all annexes, appendices, schedules and exhibits), (B) such number of copies of the prospectus used in connection with the MSO Registration Statement (including each preliminary prospectus, any offering involving summary prospectus and the final prospectus and including prospectus supplements), and (C) such number of copies of other documents, if any, incorporated by reference in the MSO Registration Statement or prospectus, in each case as the Purchaser may reasonably request. (iv) use reasonable best efforts to cause the Shares covered by the MSO Registration Statement to be listed on the Nasdaq National Market (or such other securities exchange or quotation system on which the Common Stock is then listed or quoted) on which any securities of the Company are then listed or quoted. (v) notify the Purchaser promptly and, if requested by the Purchaser, confirm such notification in writing, (A) when a prospectus or any prospectus supplement has been filed with the Commission, and when the MSO Registration Statement or any post-effective amendment thereto has been filed with and declared effective by the Commission, (B) of the issuance by the Commission of any stop order or the coming to its knowledge of the initiation of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (D) of the occurrence of any event which requires the making of any changes to the MSO Registration Statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall promptly prepare and furnish to the Purchaser, upon request, a reasonable number of copies of a supplemented or amended prospectus such that, as thereafter delivered to the purchasers of the Shares, such prospectus shall not include an underwriting untrue statement of shares a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading), and (E) of the Company’s capital stock's determination that the filing of a post-effective amendment to the MSO Registration Statement shall be necessary or appropriate. Upon the receipt of any notice from the Company of the occurrence of any event of the kind described in this SECTION 7.1(c)(v)(B), (C) (but only with respect to the jurisdiction suspending qualification), (D) or (E): (I) the Purchaser shall forthwith discontinue any offer and disposition of the Shares pursuant to the MSO Registration Statement covering such Shares and, if so directed by the Company, shall deliver to the Company all copies (other than permanent file copies) of the defective prospectus covering such Shares which are then in the Purchaser's possession or control, and (II) the Company shall, as promptly as practicable thereafter, take such action as shall be necessary to remedy such event to permit the Purchaser to continue to offer and dispose of the Shares, including, without limitation, preparing and filing with the Commission and furnishing to the Purchaser a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of the Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vi) use its best efforts to register or qualify the Shares covered by such MSO Registration Statement under and to the extent required by such other securities or state blue sky laws of such jurisdictions as the Purchaser shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable the Purchaser to consummate the public sale or other disposition in such jurisdictions of the Shares owned by such Purchaser, except that the Company shall not for any such purpose be required under this Section 1.3 to include qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or submit to liability for state or local taxes where it would not otherwise be liable for such taxes. (vii) notify the transfer agent of the Holders’ Company's securities in such underwriting unless they accept the terms that it may effect transfers of the underwriting as agreed Shares upon between notification from the Company Purchaser that it has complied with this Agreement and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success prospectus delivery requirements of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofAct.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its capital stock Common Shares under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicableExcluded Registration), the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving of such notice is given by the Company, the Company shall, subject to the provisions of this Section 1.3Subsection 2.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities included in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersregistration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to Subsection 2.2 before the effectiveness effective date of such registration registration, whether or not any Holder has elected to include securities Registrable Securities in such registration. The registration expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofSubsection 2.6. (b) If the Company proposes to file a preliminary prospectus under any Canadian Securities Laws (including, for this purpose, a prospectus filed by the Company for shareholders other than the Holders) in connection with the sale of its Common Shares solely for cash, the Company shall, at such time, promptly give each Holder notice of such filing. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be included in the filing and sold pursuant to such prospectus all of the Registrable Securities that each such Holder has requested to be included in such distribution. The Company shall have the right to terminate or withdraw any prospectus filing initiated by it under this Subsection 2.2 before receiving a receipt for a final prospectus, whether or not any Holder has elected to include Registrable Securities in such distribution. The expenses (other than Selling Expenses) of such withdrawn filing shall be borne by the Company in accordance with Subsection 2.6.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities either for its own account or for the account of any of its stockholders with registration rights (Other Stockholders, other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination transaction registration relating solely to a Commission Rule 145 transaction, or a registration on any other similar transaction for registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicable)sale of Registrable Securities, the Company will will: (A) promptly give to each of the Holders a written notice thereof to thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the specified in a written request of each or requests, made by any Holder given within fifteen ten (1510) business days after the giving of such the written notice by the Company, from the Company shalldescribed in clause (i) above, subject except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the provisions effective date of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not be required under this Section 1.3 to include any of the Holders’ register such equity securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company may, at its election, give written notice of such determination to the Holders and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises thereupon the Company that marketing factors require a reduction in the number shall be relieved of shares its obligation to be underwritten, then the number of shares of register such Registrable Securities that may be included in connection with the underwriting shall be allocated firstregistration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein), without prejudice, however, to the Company and the Person or Persons requesting rights (if any) of Holders immediately to request that such registration (if other than the Companybe effected as a registration under Section 3(a) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holder) any of its capital stock the Common Stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an (a) employee benefit plan or arrangement or a business combination transaction plans on Form S-8 (or any other similar successor form), (b) a transaction for which covered by Rule 145 under the Securities Act, (c) a registration statement in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (d) a registration on Form S-4 under the Securities Act (or any comparable successor form is applicableform), or (e) a rights offering, the Company will promptly give written notice thereof to the Holders of Registrable Securities at least shall, not less than twenty (20) days prior to the proposed date of filing of a registration statement under the Securities Act, provide written notice to the Holder of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each the Holder given within fifteen (15) five business days after the giving receipt of such notice by from the Company, the Company shall, subject to the provisions of this Section 1.31.6, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such the Holder has requested to be registered. ; provided, however, Holder shall not be entitled to register less than 100,000 shares of common stock (b) In connection with any offering involving an underwriting except to the extent the number of shares is reduced pursuant to Section 1.6). For sake of clarity, the registration rights pursuant to this Section 1.2 shall only apply if Holder is eligible to be included in the form of registration statement to be filed in accordance with the Securities Act and the rules and regulations promulgated thereunder. Obligations of the Company’s capital stock. Whenever causing Registrable Securities to be registered pursuant to this Section 1, the Company shall: Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement continuously effective under the Securities Act, except as provided herein, until the date which is the earlier date of (i) when all Registrable Securities have been sold, (ii) except for an underwritten offering, when all Registrable Securities may be sold without volume limitation pursuant to Rule 144, or (ii) 90 days after the initial effective date (the "Effectiveness Period"). Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the Effectiveness Period. Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the disposition of Registrable Securities; provided, however, that the foregoing obligation shall be deemed satisfied if such material is available through ▇▇▇▇▇ or on or through the Company's website. Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder, provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. In the event of any underwritten public offering, enter into and perform its obligations under this an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Subject to Section 1.3 1.7, the Holder shall also enter into and perform its obligations under such an agreement. Notify the Holder at any time when a prospectus relating to include any Registrable Securities is required to be delivered under the Securities Act of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless happening of any other provision event as a result of this Section 1.3, if which the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be prospectus included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Holders statements therein not misleading in the light of the circumstances then existing; such obligation to continue for the duration of the Effectiveness Period. Use its commercially reasonable efforts to cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange on which similar securities issued by the Company are then listed. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities) shall be entitled to participate pro rata based on , in each case not later than the number effective date of shares requested to be sold such registration. Advise the Holder, promptly after the Company receives notice or obtains knowledge, of the issuance of any stop order by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to SEC suspending the effectiveness of such registration whether statement or not the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and notify the Holder has elected to include securities in such registration. The registration expenses of any request by the SEC for the amending or supplementing of such withdrawn registration statement or prospectus or for additional information, and furnish to the Holder at least three business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and not file any thereof to which the Holder shall be borne by have reasonably objected on the Company grounds that such amendment or supplement does not comply in accordance all material respects with Section 1.8 hereofthe requirements of the Securities Act or of the rules or regulations thereunder.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under relating either to the Securities Act sale of securities to employees of the Company pursuant to a stock option, stock purchase or any comparable successor form is applicablesimilar plan or an SEC Rule 145 transaction), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, shall cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving If the registration statement under which the Company gives notice under this Section 1.3 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be required under included in a registration pursuant to this Section 1.3 to include any of the Holders’ securities shall be conditioned upon such Holder’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the Company and extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Regardless of Notwithstanding any other provision of this Section 1.3the Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated: (i) first, to the Company; (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below forty percent (40%) of the total amount of securities included in such registration, unless such offering is the Company’s initial public offering of shares of Common Stock registered under the Securities Act and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence at the underwriter’s discretion. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person or Persons requesting such registration underwriter, delivered at least ten (if other than the Company10) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 business days prior to the effectiveness effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, managers, members and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration whether or not any Holder has elected to include securities rights owned by all entities and individuals included in such registration. The registration expenses of such withdrawn registration shall be borne by the Company “Holder”, as defined in accordance with Section 1.8 hereofthis sentence.

Company Registration. (a) If (but without any obligation to do so) the Company proposes (i) to register any of its capital stock under the Securities Act for its own account or the account of any of its common stock under the Act in connection with an underwritten public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a registration relating to a corporate reorganization, merger or other transaction under Rule 145 of the Act) (a “Company Offering”); or (ii) to register the offering of its common stock by stockholders with registration rights of the Company other than the Holders (“Other Selling Stockholders”) other than in connection with a Company Offering or a registration effected relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 relating to a corporate reorganization, merger or other transaction under Rule 145 of the Securities Act or any comparable successor form is applicable(a “Secondary Offering”), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statementCompany Offering or Secondary Offering, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementas applicable. Upon the written request of each Holder given within fifteen (15) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 2.5, the Company shall, subject to the provisions of this Section 1.31.2(b) and other restrictions set forth herein, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of . Notwithstanding the Company’s capital stockforegoing, the Company shall not be required under this Section 1.3 have no obligation to include any of notify the Holders’ securities , cause to be registered any Registrable Securities, or undertake any other obligation in such underwriting unless they accept connection with this Agreement in connection with (i) any proposed Company Offering in which the terms proposed maximum offering price to the public exceeds [80% of Purchase Price] (as adjusted for stock splits, combinations, dividends and the underwriting as agreed upon like occurring after the date hereof); or (ii) any Secondary Offering made pursuant to that certain Preferred Stock Purchase Agreement dated January 7, 2002 by and between the Company and the underwriters selected by itEnzon, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.Inc.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities either for its own account or for the account of any of its stockholders with registration rights (Other Stockholders, other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination transaction registration relating solely to a Commission Rule 145 transaction, or a registration on any other similar transaction for registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicable)sale of Registrable Securities, the Company will will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders of Registrable Securities at least twenty within ten (2010) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) business days after the giving of such the written notice by the Company, from the Company shalldescribed in clause (i) above, subject except as set forth in Section 2(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the provisions effective date of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not be required under this Section 1.3 to include any of the Holders’ register such equity securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company may, at its election, give written notice of such determination to the Holders and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises thereupon the Company that marketing factors require a reduction in the number shall be relieved of shares its obligation to be underwritten, then the number of shares of register such Registrable Securities that may be included in connection with the underwriting shall be allocated firstregistration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein), without prejudice, however, to the Company and the Person or Persons requesting rights (if any) of Holders immediately to request that such registration (if other than the Companybe effected as a registration under Section 2(a) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock Common Stock under the Securities Act for its own account or sale after the account of any of its stockholders with registration rights (other than Lockup Period in connection with a secondary offering of such securities solely for cash (other than a registration effected relating solely to implement an employee benefit plan the sale of securities to participants in a Company stock option, stock purchase or arrangement similar plan, or a business combination registration relating solely to a transaction or any other similar transaction for which a registration statement on Form S-4 of the type described in Rule 145(a) under the Securities Act or any comparable successor form is applicableAct), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each any Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 8.3 of this Agreement, the Company shall, subject to the provisions of this Section 1.35.2(b), cause to be registered under the Securities Act include in such registration statement (and any related qualification under blue sky laws or other compliance) and in any underwriting involved therein, all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 5.2 to include any of the Holders’ Holder's securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. Regardless of In the event that any other provision of registration pursuant to this Section 1.35.2 shall be, if the underwriter advises the Company that marketing factors require a reduction in the number whole or in part, an underwritten public offering of shares to be underwrittenRegistrable Securities, then the number of shares of Registrable Securities that may of the Holders to be included in such an underwriting may be reduced (pro rata among the underwriting shall requesting Holders based upon the number of shares of Registrable Securities then outstanding that are owned by such Holders) if and to the extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would materially adversely affect the marketing of the securities to be allocated firstsold by the Company therein. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the Person underwriter delivered at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities or Persons requesting other securities excluded or withdrawn from such registration (if other than the Company) underwriting shall be entitled withdrawn from such registration. The Holders shall have no right to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders selection of the Registrable Securitiesunderwriters for an offering pursuant to this Section 5.2. (c) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 5.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan the sale of securities to participants in a Company stock plan, any registration statements relating to any corporate reorganization or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under Rule 145 of the Securities Act or any comparable successor form registration statements related to the issuance or resale of securities issued in such a transaction or a registration in which the only Common Stock being registered is applicableCommon Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen ten (1510) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 5.6, the Company shall, subject to the provisions of this Section 1.31.4(b), cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration pursuant to Section 1.3 or registrations pursuant to Section 1.5. (b) In connection with any offering involving If the registration statement under which the Company gives notice under this Section 1.4 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be required under included in a registration pursuant to this Section 1.3 to include any of the Holders’ securities 1.4 shall be conditioned upon such Holder’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the Company and extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.3Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the IPO and the Person or Persons requesting such registration (if does not include shares of any other than selling stockholders, in which event any or all of the Company) shall Registrable Securities of the Holders may be entitled to participate excluded in accordance with the relative prioritiesimmediately preceding sentence. For any Holder which is a partnership or corporation, if anythe partners, as retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall exist among them; be deemed to be a single “Holder,” and then second, any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all other holders of securities having the right to include such securities entities and individuals included in such registration “Holder,” as defined in this sentence. (including the Holders of the Registrable Securitiesc) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)Employer shall notify Executive, the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty thirty (2030) days prior to the filing of such registration statementany Registration Statement on forms S-1, S-2, S-3, or such lesser time that is reasonable taking into account any su▇▇▇▇▇▇▇ ▇▇▇▇▇ under the Company’s contractual obligation to file such registration statement. Upon Securities Act of 1933 covering any class of stock of the Employer and will upon the written request of each Holder given within Executive delivered at least fifteen (15) days after prior to such filing, include in any such Registration Statement such information as may be required to register such number of Executive's Shares as Executive may request. Executive and Employer shall each include customary representations, warranties, indemnification, and contribution provisions in any underwriting agreement entered into in connection with such registration. If the giving managing underwriters for such registration advise Employer in writing that in their opinion the total amount of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause securities to be registered under the Securities Act included in such registration statement exceeds the amount which should reasonably be included in that offering to achieve the Employer's financing goals, Employer may limit the amount of stock to be included as follows: (i) first, all securities Employer proposes to sell may be included, (ii) second, the Shares of the Registrable Securities that each such Holder has common stock requested to be registered. (b) In connection with any offering involving an underwriting included in such registration by all executives and employees pursuant to registration rights may be reduced and adjusted among participating executives and employees on the basis of the amount of shares owned of the Company’s capital stockrecord by each employee, the Company shall not and (iii) third, if applicable, other stock requested to be required under this Section 1.3 to include any of the Holders’ securities included in such underwriting unless they accept registration may be similarly and ratably adjusted with all executives' and employees' stock pro rata according to the terms amount of the underwriting as agreed upon between the Company and the underwriters selected stock owned of record by it, and then only in any proposed seller. All incremental expenses of such quantity as the underwriters determine in their sole discretion registration will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in be allocated pro rata according to the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting for Executive. There shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based no limit on the number of shares requested to be sold by registrations so requested, but each such Holders. The Company request shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness cover an amount of such registration whether or Shares having a proposed offering price of not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofless than one hundred thousand dollars ($100,000).

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register Register any of its capital stock under the Securities Act Common Stock or any securities convertible into shares of Common Stock either for its own account or for the account of any of its stockholders with registration rights (other Person, other than in connection with a registration effected Registration relating solely to implement an employee benefit plan or arrangement plans, or a business combination Registration relating solely to a Commission Rule 145 transaction or on Form S-4, or a Registration on any other similar transaction for registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicable)sale of Registrable Shares, the Company will will: (i) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions, if any, in which the Company intends to attempt to qualify such securities under applicable state securities laws); and (ii) include in such Registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Shares specified in a written request or requests, made by the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) business days after the giving of such the written notice by the Company, from the Company shalldescribed in clause (a) above, subject except as set forth in Section 10.1(b) below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such Registration and prior to the provisions effective date of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch Registration, the Company shall determine for any reason not be required under this Section 1.3 to include any of the Holders’ Register such equity securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company may, at its election, give written notice of such determination to the Holders and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises thereupon the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, relieved of its obligation to Register such Registrable Shares in connection with the Registration of such equity securities (but not from its obligation to pay Registration Expenses to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate extent incurred in accordance with the relative priorities, if any, connection therewith as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofprovided herein).

Company Registration. (a) If (but without any obligation On or prior to do so) the Filing Date, the Company proposes shall prepare and file with the Commission a registration statement covering the Registrable Securities. The registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 and shall contain the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the registration statement to register any of become effective and remain effective as provided herein. The Company shall use its capital stock best efforts to keep the registration statement continuously effective under the Securities Act for its own account until all Registrable Securities covered by such registration statement have been sold, or may be sold without the account of any of its stockholders requirement to be in compliance with registration rights Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (other than the “Effectiveness Period”). (b) The Company shall bear and pay all expenses incurred in connection with a registration effected solely to implement an employee benefit plan any registration, filing or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders qualification of Registrable Securities with respect to the registrations pursuant to this Section 1.2 for each Investor, including (without limitation) all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of counsel for the Investors. (c) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify each Investor in writing at least twenty fifteen (2015) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Registrable Securities). In the event an Investor desires to include in any such registration statementstatement all or any part of the Registrable Securities held by such Investor, or such lesser time that is reasonable taking into account the Investor shall within ten (10) days after the above-described notice from the Company’s contractual obligation , so notify the Company in writing, including the number of such Registrable Securities such Investor wishes to file include in such registration statement. Upon the written request If an Investor decides not to include all of each Holder given within fifteen (15) days after the giving of such notice its Registrable Securities in any registration statement thereafter filed by the Company, the Company shall, subject such Investor shall nevertheless continue to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having have the right to include such securities any Registrable Securities in such any subsequent registration (including the Holders of the Registrable Securities) shall statement or registration statements as may be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne filed by the Company in accordance with Section 1.8 hereofrespect to the offering of the securities, all upon the terms and conditions set forth herein.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act securities either for its own account or the account of any a security holder or holders exercising their respective demand registration rights, other than a registration pursuant to Section 1.3 or 1.5 hereof, a registration related to a the Company’s Initial Public Offering of its stockholders with registration rights (other than in connection with Common Stock where the Company has determined pursuant to Section 1.4(c) hereof to exclude selling stockholders, a registration effected relating solely to implement an employee benefit plan or arrangement plans, a registration relating to the offer and sale of debt securities, or a business combination transaction or any other similar transaction for which registration relating solely to a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)Rule 145 transaction, the Company will shall: (i) promptly give to each Holder written notice thereof to and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) hereof, and in any underwriting involved therein, all the Holders of Registrable Securities at least specified in a written request or requests, made by any Holder and received by the Company within twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon after the written request of each Holder notice from the Company described in clause (i) above is given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions . Such written request may specify all or a part of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the a Holder’s Registrable Securities that each such Holder has requested to be registeredSecurities. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise the Holders as a part of the written notice given pursuant to Section 1.4(a)(i) hereof. In such event, the right of any Holder to include Registrable Securities in such registration pursuant to this Section 1.3 to include any of the Holders’ securities 1.4 shall be conditioned upon such H▇▇▇▇▇’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of . (c) Notwithstanding any other provision of this Section 1.31.4, if the underwriter representative of the underwriters advises the Company that marketing factors require a reduction in limitation on the number of shares securities sold other than by the Company, the representative may (subject to be underwrittenthe limitations set forth below) exclude all Registrable Securities from, then or limit the number of shares of Registrable Securities that to be included in, the registration and underwriting. If the registration is with respect to the Company’s Initial Public Offering, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration (provided that all Other Stockholders shall be excluded first from such offering). If such registration is with respect to any subsequent Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s stockholders (including the Holders); provided, however, that the number of Registrable Securities to be included in such registration by the Company’s stockholders (including the Holders) may not be so reduced to less than thirty percent (30%) of the total number of all securities included in such registration (provided that all Other Stockholders shall be excluded first from such offering). The Company shall so advise all holders of securities requesting registration, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated first, first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14 hereof. If any person does not agree to the Person terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or Persons requesting the underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of securities to be included in such registration (if other than was previously reduced as a result of marketing factors, the Company) Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of securities so withdrawn, with such securities to be entitled to participate allocated among the persons requesting additional inclusion in accordance with Section 1.14 hereof. To facilitate the allocation of securities in accordance with the relative prioritiesabove provisions, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including Company or the Holders of the Registrable Securitiesunderwriter(s) shall be entitled to participate pro rata based on may round the number of shares requested securities allocated to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior Holder to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofnearest 100 shares.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock Primary Shares or Other Shares under the Securities Act for its own account or the account of any of its stockholders with registration rights (Act, other than (A) in connection with a registration effected solely an IPO, (B) pursuant to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 or S-8 (or such similar successor forms then in effect under the Securities Act Act), (C) pursuant to a registration relating solely to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other benefit plan arrangement, (D) pursuant to a registration relating to a Rule 145 transaction, (E) pursuant to a registration by which the Company is offering to exchange its own securities for other securities (including pursuant to Section 8), (F) pursuant to a registration statement relating solely to dividend reinvestment or similar plans or (G) pursuant to a registration statement by which only the initial purchasers and subsequent transferees of debt securities of the Company or any comparable successor form is applicable)of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to an applicable exemption from the registration requirements of the Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged, then in each case, the Company will will: (i) promptly give to the Eligible Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the Holders applicable blue sky or other state securities laws and the number of Registrable Securities at least securities intended to be disposed); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Eligible Shares specified in a written request or requests by any Eligible Holder (provided that such Eligible Holder has indicated within twenty (20) days prior after written notice from the Company described in clause (i) above is given that such Eligible Holder desires to sell Eligible Shares in the filing manner of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice distribution proposed by the Company) except (x) as set forth in Section 3(b) below and (y) during the Restricted Period, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all if no Eligible Holder that is a member of the Sponsor Group has indicated within the allotted time period that it desires to sell Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting Shares in the manner of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering distribution proposed by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities, either for its own account for the account of a Holder or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or stockholder who is not a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the CompanyHolder, the Company shall, subject to : (i) promptly give the provisions of this Section 1.3, cause Holders (excluding any such Holder for whose account the shares are determined to be registered under the Securities Act registered) written notice thereof; and (ii) include in such registration statement (and any related qualifications including compliance with "blue sky" laws), and in any underwriting involved therein, all the shares of the Registrable Securities that each specified in a written request or requests, made within 20 days after the date of such Holder has requested to be registeredwritten notice from the Company, by any such Holder. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise each Holder as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Holder to registration pursuant to this Section 1.3 to include any of the Holders’ securities 3 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of shares of Registrable Securities in the underwriting as agreed upon between shall be limited to the extent provided herein. Each Holder shall (together with the Company and the underwriters other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.33, if the managing underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then no securities to be registered for sale by Holders shall be included unless all shares to be registered for sale by the number of shares of Registrable Securities that may Company to be included in the such underwriting are so included and any remaining securities to be included in such registration shall be allocated (i) first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having prior registration rights to the right Holders pursuant to which the Company has previously agreed to include the securities of such securities holders in such a registration of the type contemplated by this Section 3 and (including ii) second, pro rata among the Holders and any other holders of the Registrable Securities) shall be entitled to participate pro rata "piggy-back" registration rights, based on the number of shares requested to be sold included in such registration by all such Holdersholders. The Company shall have so advise each Holder and the right number of shares of Registrable Securities to terminate or withdraw any be included in the registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration and underwriting shall be borne by so limited. (c) If the registration of which the Company in accordance with Section 1.8 hereofgives notice is for a registered public offering involving an underwriting, all Holders shall provide upon request customary lock-up agreements for themselves and their affiliates by which they agree not sell any of their shares for a period of 180 days from the effective date of the registration statement.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s 's contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than the Holders) or other securities under the Securities 1933 Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a the public offering of such securities on any form which also would permit registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under of the Securities Act or any comparable successor form is applicable)Registrable Securities, the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.4(c), cause to be registered under the Securities 1933 Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.4 to include any of the Holders’ requesting Holder's securities in such underwriting underwriting, unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any other provision of this Section 1.3securities, if the underwriter advises the Company that marketing factors require a reduction in the number of shares including Registrable Securities, requested to be underwrittenincluded in such offering by the Company, the Holders and other security holders to whom registration rights have been granted exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of shares securities (including Registrable Securities) that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities requested to be included therein by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that may the amount of Registrable Securities requested by the Holders to be included in the underwriting such offering pursuant to this Section 1.4 and all other securities requested by other holders to be included in such offering pursuant to other "piggyback" registration rights shall be allocated first, reduced first (the Registrable Securities and other securities so reduced to be apportioned pro rata among the selling Holders and other holders according to the total amount of Registrable Securities and other securities requested to be included therein by each selling Holder and other holder) before any reduction of any (i) securities requested to be included in such offering by any holders exercising "demand" registration rights or (ii) any securities sold by the Company to be included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the Person partners, retired partners and stockholders of such Holder, or Persons requesting the estates and family members of any such registration (if other than partners and retired partners and any trusts for the Company) benefit of any of the foregoing persons shall be entitled deemed to participate in accordance be a single "selling Holder", and any pro rata reduction with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right respect to include such securities in such registration (including the Holders of the Registrable Securities) "selling Holder" shall be entitled to participate pro rata based on the number aggregate amount of shares Registrable Securities requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities included in such registration. The registration expenses of offering by all such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than Seller) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement the sale of securities to participants in a Company stock plan, or a business combination transaction or registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicablesale of the Registrable Securities), the Company will shall, at such time, promptly give Seller written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder Seller given within fifteen (15) 20 days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3subsection 2.2(b), cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder Seller has requested to be registered. (b) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ Seller's securities in such underwriting unless they accept Seller accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters), and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. Regardless If the total amount of any other provision of this Section 1.3securities, if the underwriter advises the Company that marketing factors require a reduction in the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to will include such securities in such registration (including i) first, if the Holders registration pursuant to this Section 2.2 was initiated by other stockholders exercising demand registration rights ("Other Holders"), 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities of the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities) shall Securities which Seller and any other stockholder of the Company pursuant to contractual rights similar to those set forth in this Section 2.2 have requested to be entitled to participate included in such registration, pro rata based on the number of shares requested to be sold included in such registration by Seller and each such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior stockholder; and (iv) fourth, to the effectiveness extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any other stockholders which, in the opinion of such registration whether or not any Holder has elected managing underwriter(s), can be sold without having the adverse effect referred to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofabove.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than the Holders) or other securities under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)public offering of such securities, the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account registration. On the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) thirty days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3section 2.2(c), cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 section 2.2 prior to the effectiveness of such registration registration, whether or not any Holder has shall have elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 section 2.7 hereof. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this section 2.2 to include any requesting Holder's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters advise the Company in writing in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters advise the Company in writing in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below one-third of the total amount of securities included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder", and any pro rata reduction with respect to such "selling Holder" shall be based on the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the The Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will shall promptly give written notice thereof to the notify all Holders of Registrable Securities in writing at least twenty thirty (2030) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of equity securities of the Company (including, but not limited to, registration statements relating to secondary offerings of equity securities of the Company, but excluding registration statements relating to employee benefit plans or a transaction covered by Rule 145 under the Securities Act) and will afford each such Holder an opportunity to include in such registration statement, statement all or part of such lesser time that is reasonable taking into account the Company’s contractual obligation Registrable Securities held by such Holder. Each Holder desiring to file include in any such registration statement. Upon statement all or any part of the written request of each Holder given Registrable Securities held by it shall, within fifteen (15) days after the giving effective date of the above-described notice from the Company as defined in Section 6.7, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such notice Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company shallwith respect to offerings of its securities, subject to all upon the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredterms and conditions set forth herein. (ba) In connection with any offering involving If the registration statement under which the Company gives notice under this Section 2.2 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be required under included in a registration pursuant to this Section 1.3 to include any of the Holders’ securities 2.2 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of such Holder's Registrable Securities in the underwriting as agreed upon between to the Company and extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyunderwriting. Regardless of any other provision of this Section 1.3, if If the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Company for its own account; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and the Person or Persons requesting such registration third, to any stockholder (if other than the Companya Holder) shall be entitled invoking contractual rights to participate in accordance with the relative prioritieshave their securities registered, if any, as shall exist among themon a pro rata basis; provided, in the Initial Offering, the underwriters and then secondthe Company, may exclude all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) Securities held by the Holders. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be entitled to participate pro rata based on withdrawn from the number of shares requested to be sold by such Holders. registration. (b) The Company shall have the right to terminate or withdraw bear all fees and expenses incurred in connection with any registration initiated by it under this Section 1.3 prior 2.2, including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel to the effectiveness Company, except that each participating Holder shall bear its proportionate share of all amounts payable to underwriters in connection with such registration whether or not any Holder has elected offering for discounts and commissions and the fees and disbursements of counsel to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofselling Holders.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock securities under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.2, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.31.2, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof5 of the Agreement.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan or arrangement or a business combination transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any other similar transaction for registration on any form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicablesale of the Registrable Securities), the Company will shall, at such time, promptly give each Holder written notice thereof to following the Holders of Registrable Securities at least twenty (20) days prior to the initial filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen (15) 15 days after the giving mailing of such notice by the CompanyCompany in accordance with Section 3.5, the Company shall, subject to the provisions of this Section 1.3subsection (b) below, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itunderwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities to be sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) provided, however that (i) in no event shall the amount of securities of the selling Holders included in the offering be reduced below 33% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder’s securities are included; (ii) in no event shall any Registrable Securities held by an Investor be excluded until all Registrable Securities held by the Founders have first been entirely excluded; and (iii) in no event shall any securities held by any Holder be excluded until all securities held by any selling shareholder other than a Holder have first been entirely excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a venture capital fund or other investment fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, any Holder to the Company and the Person or Persons requesting such registration nearest 100 shares. (if other than the Companyc) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company Company, in accordance with Section 1.8 1.7 hereof.

Company Registration. (a) If (If, but without any obligation to do so) , the Company proposes to register (including for this purpose a registration initiated by the Company for itself or for the Holders or stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination transaction registration relating solely to a SEC Rule 145 transaction, or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor registration form is applicable), which does not permit secondary sales) the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account (the Company’s contractual obligation to file such registration statement“Piggyback Notice”). Upon the written request of each Holder given within fifteen (15) 15 days after delivery of the giving of such notice by the CompanyPiggyback Notice, the Company shall, subject to the provisions of this Section 1.31.8, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) If a registration subject to subsection 1.3(a) relates to an underwritten public offering of equity securities and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities requested to be included therein by the Company if the Company has initiated the registration; (ii) second, the Registrable Securities requested to be included in such registration by Holders, allocated pro rata among such Holders on the basis of the number of shares of Registrable Securities such Holder requested to be included in such registration; and (iii) third, among persons not contractually entitled to registration rights under this Agreement. Notwithstanding the foregoing, the amount of Registrable Securities that are included by Holders in the offering shall not be reduced below 30% of the total amount of securities included in such offering unless the offering is a Qualified Public Offering, in which case the number of selling Holders included in the offering may be reduced to zero (as long as no other selling stockholders are permitted to participate in such offering). In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering it (or by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be persons entitled to participate in accordance with select the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofunderwriters).

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register Register at any time prior to the Restriction Termination Date (including for this purpose a Registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the underwritten public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than a Registration of securities in connection with a registration effected solely mergers, acquisitions, exchange offers, distributions to implement an the Company's stockholders, or stock option or other employee benefit plan or arrangement plans or a business combination transaction or Registration in any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicablesale of the Registrable Securities), the Company will shall, at each such time, promptly give the Holders written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementRegistration. Upon the written request of each a Holder given within fifteen (15) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3following provisions, use all reasonable efforts to cause to be registered under the Securities Act included in such registration statement Registration all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the included. The Company shall not be required under this Section 1.3 to include any of the Holders’ a Holder's securities in an underwritten offering of the Company's securities unless such underwriting unless they accept Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize opinion of the success managing underwriters, interfere with the successful marketing of the offering by the Company. Regardless ; PROVIDED, HOWEVER, that any reduction of any other provision the amount of this Section 1.3, if the underwriter advises the Company that marketing factors require securities to be included in such offering shall not represent a reduction in greater fraction of the number of shares securities intended to be underwritten, then the number of shares offered by holders of Registrable Securities that may be included in than the underwriting shall be allocated first, to the Company and the Person fraction of similar reductions imposed on such other persons or Persons requesting such registration entities (if other than but not the Company) shall be entitled with respect to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders amount of securities having the right they intended to include such securities offer in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofoffering.

Company Registration. (a) Including Seller's Shares in a Company Registration. If (but without at any obligation to do so) the Company proposes time Purchaser shall determine to register any of its capital stock under the Securities Act debt or equity securities, either for its own account or the account of any of its stockholders with registration rights (other than a security holder or holders, in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement covering the sale of such securities to the general public (except with respect to any registration filed on Form S-4 under the Securities Act ▇-▇, ▇▇▇▇ ▇-▇ or any comparable successor form is applicableforms thereto), Purchaser shall do the Company will promptly following: (i) give Seller written notice thereof to the Holders of Registrable Securities at least twenty ten (2010) days prior to before the initial filing of such registration statement(which shall include a list of the jurisdictions in which Purchaser intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration, or such lesser time that is reasonable taking into account any related qualification under blue sky laws and in any underwriting involved therein, all the Company’s contractual obligation to file such registration statement. Upon the Registrable Securities specified in Seller's written request of each Holder given or requests, made within fifteen five (155) days after the giving delivery to Seller of such written notice by the Companyfrom Purchaser, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act except as set forth in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredSECTION 12.2(B). (b) In connection with any Underwriter's Ability to Limit the Number of Registrable Securities Included in the Offering. To the extent a registration is an underwritten offering involving an the right of Seller to registration pursuant to this SECTION 12.2 shall be conditioned upon Seller's participation in the underwriting of shares of to the Company’s capital stock, the Company extent provided in this Agreement. Seller shall not be required under this Section 1.3 to include make any representations or warranties to or agreements with Purchaser or the underwriter other than those relating to Seller and its intended methods of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companydistribution. Regardless of Notwithstanding any other provision of this Section 1.3SECTION 12.2, if the underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the underwriter may limit the number of shares to be included in the registration and underwriting. The number of Registrable Securities shares that may be included in the underwriting registration shall be allocated first, first to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; Seller and then second, all among any other holders of securities having participants in the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofoffering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than the registration in connection with the Spin-Off, the registration in connection with the Initial Public Offering, a registration effected solely pursuant to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act ▇- ▇, ▇-▇ or any comparable successor thereto, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form is applicablewhich does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving of Company has given such notice by the Companyin accordance with Section 2.3, the Company shall, subject to the provisions of this Section 1.3, shall cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.3(a) to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless Notwithstanding the provisions of any other provision of this Section 1.31.3(a) hereof, (i) if the underwriter advises the Company that marketing factors require a reduction registration referred to in the number Section 1.3(a) hereof relates to an underwritten primary offering on behalf of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting managing underwriters of the offering determine in their sole discretion that the aggregate amount of securities of the Company which the Company, Holders of Registrable Securities and holders of other piggyback registration rights propose to include in the registration statement exceeds the maximum amount of securities compatible with the success of the offering, the Company will include in the registration, up to such maximum amount, first, the securities which the Company proposes to sell, and second, pro rata, the Registrable Securities and the securities proposed to be included by any holders of other piggyback registration rights, and (ii) if the registration referred to in Section 1.3(a) hereof is an underwritten secondary registration on behalf of any of the other security holders of the Company (the "Secondary Offering Security Holders") and the managing underwriters determine in their sole discretion that the aggregate amount of securities which the Holders of Registrable Securities, the Secondary Offering Security Holders and the holders of other piggyback registration rights propose to include in the registration exceeds the maximum amount of securities compatible with the success of the offering, the Company will include in the registration, up to such maximum amount, first, the securities to be sold for the account of the Secondary Offering Security Holders, and second, pro rata, the Registrable Securities and the securities proposed to be included by any holders of other piggyback registration rights. The managing underwriters shall have the right to terminate entirely the participation of the Holders of Registrable Securities if the managing underwriters eliminate entirely the participation in the registration of all the other holders electing to include securities in the registration (if other than the CompanyCompany and the Secondary Offering Security Holders) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right because it is not practicable to include such securities in such registration the registration. (including the Holders of the Registrable Securitiesc) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities Registrable Securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes shall determine to register any of its capital stock under the Securities Act securities either for its own account or the account of any of its stockholders with registration rights a security holder or holders (other than in connection with Holders of Registrable Securities) exercising their respective demand registration rights, other than (i) a registration effected relating solely to implement an employee benefit plan plans, (ii) a registration relating solely to a Commission Rule 145 transaction involving the acquisition of a business (but not a Rule 145 Transaction designed solely to exchange restricted securities for registered securities in a manner that is the functional equivalent of registration rights), (iii) a registration on any registration form which does not permit secondary sales, or arrangement (iv) a registration relating solely to non- convertible debt securities of the Company, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests made by any Holder within 30 days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 6(b) below. Such written request may specify all or a business combination transaction or any other similar transaction for which part of a Holder's Registrable Securities. (b) If a registration statement on Form S-4 under which the Company gives notice under Section 6(a)(i) is for an underwritten offering, and if the managing underwriter or underwriters of such underwritten offering have informed the Company and the Holders of Registerable Securities Act requesting inclusion in such offering, in writing, that in such underwriter's or underwriters' opinion the total number of securities which the Company, such Holders and any comparable successor form other persons desiring to participate in such registration intend to include in such offering is applicable)such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will promptly give written notice thereof be required to include in such registration only the number of securities which it is so advised should be included in such registration; provided, however, that the number of Registrable Securities, together with Senior Note Warrant Shares and other securities which have been requested to be included in such registration pursuant to a contractual "piggy-back" right, shall not be reduced to less than 30% of the total number of securities included in such registration or underwriting. In such event: (x) in cases only involving the registration for sale of securities for the Company's own account (other than pursuant to the exercise of "piggy-back" rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to ----- register, (ii) second, provided that no securities sought to be included by the ------ Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Holders of Registrable Securities at least twenty and the holders of Senior Note Warrant Shares pro rata between the Holders of Registrable Securities and the holders of Senior Note Warrant Shares based upon the aggregate amount of securities then held, (20iii) days prior third, provided ----- that no securities sought to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice be included by the Company, the Holders and the holders of Senior Note Warrant Shares have been excluded from such registration, the securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company shall(pro rata based on the respective numbers of securities sought to be registered by such persons); (y) in cases not involving the registration for sale of securities for the Company's own account only or not for the account of any Holder, subject securities shall be registered in such offering in the following order of priority: (i) first, the ------ securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a holder of Senior Note Warrant Shares, as among holders of Senior Note Warrant Shares there shall be no priority and Senior Note Warrant Shares sought to be included by holders thereof shall be included pro rata based on the respective numbers of securities sought to be registered by such persons), (ii) second, provided that no securities of ------ such person referred to in the immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Holders of Registrable Securities and the holders of Senior Note Warrant Shares pro rata between the Holders of Registrable Securities and the holders of Senior Note Warrant Shares based upon the aggregate amount of securities held, (iii) third, provided that no ----- securities of such person referred to in the immediately preceding clause (i) or of the Holders of Registrable Securities or of the holders of Senior Note Warrant Shares have been excluded from such registration, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the respective numbers of securities sought to be registered by such persons) and (iv) fourth, provided that no ------ securities of any other person have been excluded from such registration, the securities which the Company proposes to register; and (z) in cases involving the registration for sale of securities for the account of any Holder of Registerable Securities, securities shall be registered in such offering in the following order of priority: (i) first, the securities which have been requested ----- to be included in such registration by the Holders of Registrable Securities and the holders of Senior Note Warrant Shares pro rata based upon the aggregate amount of securities then held, (ii) second, provided that no Senior Note ------ Warrant Shares or Registrable Securities have been excluded from such registration, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the respective numbers of securities sought to be registered by such persons) and (iii) third, provided that no securities of any other person has been excluded ----- from such registration, the securities which the Company proposes to register. If, as a result of the provisions of this Section 1.36(b)), cause any Holder of Registerable Securities shall not be entitled to be registered under the Securities Act in such registration statement include all of the Registrable Securities in a "piggy-back" registration that each such Holder of Registerable Securities has requested to be registered. (b) In connection with any offering involving an underwriting included, such Holder of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 Registerable Securities may elect to withdraw his request to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (ai) If If, at any time (but without any obligation to do so) ), the Company proposes to register any of its capital stock Common Stock, Rights or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of an offering or sale by or on behalf of the Company of its Common Stock, Rights or other equity securities for its own account or account, then each such time the account of Company shall, at least 20 business days prior to the time when any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a such registration statement on Form S-4 under is filed with the Securities Act or any comparable successor form is applicable)SEC, the Company will promptly give prompt written notice thereof to the Holders of Registrable Securities its intention to do so. Such notice shall specify, at least twenty (20) days prior a minimum, the number and class of shares, Rights or other equity securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, Rights or other equity securities, any proposed managing underwriter or underwriters of such lesser time that shares, Rights or other equity securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is reasonable taking into account proposed to appear on the Company’s contractual obligation to file facing page of such registration statement. Upon the written request direction of each any Holder or Holders, given within fifteen (15) 15 business days after following the giving receipt by such Holder of such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder and the Companyintended method of distribution thereof), the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act shall include in such registration statement any or all of the Registrable Securities that each then held by such Holder requesting such registration (a "SELLING HOLDER") to the extent necessary to permit the sale or other disposition of such number of Registrable Securities as such Selling Holder has requested so directed the Company to be so registered. Notwithstanding the foregoing, the Holders shall not have any right under this Section 2(b)(i) if the registration proposed to be effected by the Company (A) is initiated at the request of a person other than the Company and relates solely to the sale of Common Stock, Rights or other equity securities by such person or (B) relates solely to shares of Common Stock, Rights or other equity securities that are issuable (1) solely to officers or employees of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or (2) as direct consideration in connection with a merger, exchange offer or acquisition of a business. (bii) In connection with any offering involving an underwriting of the event that the Company proposes to register shares of Common Stock, Rights or other equity securities for purposes of an offering described in the Company’s capital stockfirst sentence of Section 2(b)(i), the Company and any managing underwriter shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between advise the Company and the underwriters selected by itSelling Holders in writing that, and then only in such quantity as its opinion, the underwriters determine inclusion in their sole discretion will not jeopardize the success registration statement of some or all of the offering Registrable Securities sought to be registered by such Selling Holders creates a substantial risk that the price per unit the Company will derive from such registration will be materially and adversely affected or that the number of shares, Rights or securities sought to be registered (including, in addition to the securities sought to be registered by the Company. Regardless , any Registrable Securities sought to be included in such registration statement by the Selling Holders) is too large a number to be reasonably sold, then the Company will include in such registration statement such number of any other provision shares, Rights or securities as the Company and such Selling Holders are so advised can be sold in such offering without such an effect (the "OFFERING MAXIMUM NUMBER"), as follows and in the following order of this Section 1.3priority: (A) first, such number of shares, Rights or securities as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, and (B) second, if and to the underwriter advises the Company extent that marketing factors require a reduction in the number of shares shares, Rights or securities to be underwrittenregistered under clause (A) is less than the Offering Maximum Number, then Registrable Securities of each Selling Holder, allocated pro rata and without any priority as between the Selling Holders, in proportion to the number sought to be registered by each Selling Holder relative to the number sought to be registered by all the Selling Holders, that, in the aggregate, when added to the number of shares of Registrable Securities that may be included in the underwriting shall be allocated firstshares, to the Company and the Person Rights or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. registered under clause (A), equals the Offering Maximum Number. (iii) The Company shall have the right to terminate or withdraw any registration initiated by it no obligation under this Section 1.3 prior 2(b) to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the effectiveness of such registration whether or not any Holder has elected Holders for its failure to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofdo so.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders, including pursuant to any Other Registration Rights Agreement (as defined below)) any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 securities under the Securities Act or any comparable successor form is applicableconsummate an underwritten offering pursuant to a previously filed registration statement (in each case other than in an Excluded Registration or pursuant to a Merger Registration Statement), the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementunderwritten offering. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving of such notice is given by the Company, the Company shall, subject to the provisions of this Section 1.32.3, cause to be registered under the Securities Act in such registration statement for resale all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares included in such registration and/or use its reasonable best efforts to include all of the Company’s capital stockRegistrable Securities that each such Holder has requested to be included in such underwritten offering. If the registration referred to in this Section 2.2 is proposed to be underwritten or the Company proposes to consummate an underwritten offering pursuant to a previously filed registration statement (in each case other than in an Excluded Registration or pursuant to a Merger Registration Statement), the Company shall not be required under will so advise the Holders as a part of the written notice given pursuant to this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept 2.2 and the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in Section 2.3 shall apply to such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersunderwritten offering. The Company shall have the right to terminate or withdraw any registration or underwritten offering initiated by it under this Section 1.3 prior to before the effectiveness effective date of such registration or offering, as applicable, whether or not any Holder has elected to include securities Registrable Securities in such registrationregistration or underwritten offering. The registration expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof2.6. No withdrawn registration statement filed under this Section 2.2 shall count as one of the permitted demand registrations granted to the Holders under Sections 2.1(c), 2.1(d) or 2.1(e). Notwithstanding anything to the contrary in this Agreement, if the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act pursuant to an Excluded Registration or pursuant to a Merger Registration Statement, the Company shall not be required to include any of the Holders’ Registrable Securities in such offering.

Company Registration. (a) If (but without If, at any obligation to do so) time following the Company’s Qualified Initial Public Offering, the Company proposes to register any of its capital stock files a registration statement under the Securities Act for purposes of a public offering of securities of the Company for its own account or (excluding Special Registration Statements), it shall notify all Holders of Registrable Securities in writing (the account of “Company Notice”). Each Holder shall have the right (the “Piggyback Right”), subject to the limitations set forth in Section 2.3(b), to include in any of its stockholders with such registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction statement all or any other similar transaction for portion of the Registrable Securities then held by such Holder. In order to exercise the Piggyback Right, a Holder shall give written notice to the Company (the “Piggyback Notice”) no later than 15 days following the date on which a the Company gives the Company Notice. The Piggyback Notice shall set forth the number of Registrable Securities that such Holder desires to include in the registration statement. (b) If the registration statement on Form S-4 under which the Securities Act or any comparable successor form Company gives notice under this Section 2.3 is applicable)for an underwritten offering, the Company will promptly give written notice thereof to shall so advise the Holders of Registrable Securities at least twenty (20) days prior in the Company Notice. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities by means of such registration statement, or such lesser time that is reasonable taking underwritten offering shall enter into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of agreement in customary form with the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in underwriter or underwriters selected for such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of Notwithstanding any other provision of this Section 1.3the Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person or Persons requesting such registration (if other than underwriter, delivered at least 30 days prior to the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders effective date of the Registrable Securitiesregistration statement. (c) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 2.5 hereof.

Company Registration. (a) If (but without any obligation to do so) the The Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than shall notify all Holders in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities writing at least twenty thirty (2030) days prior to the filing of such registration statementa Registration Statement (including, or such lesser time that is reasonable taking into account but not limited to, a Registration Statement relating to secondary offerings of securities of the Company’s contractual obligation , but excluding (i) Registration Statements relating solely to file employee benefit plans or debt securities, (ii) Registration Statements solely with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act, (iii) a registration on any registration form that does not permit secondary sales), and (iv) any Registration Statement filed to register Registrable Securities that have been issued to the Tontine Stockholders after the date of the Amended and Restated Registration Rights Agreement pursuant to Section 1.2(a)(iii)), and such notice shall describe the proposed registration statement. Upon and distribution. (b) Each Holder desiring to include in any such Registration Statement all or any part of the written request of each Holder given Registrable Securities held by it shall, within fifteen (15) days after the giving of such above-described notice by from the Company, so notify the Company in writing. The Company shall, subject to Section 1.7, afford each such Holder an opportunity to include in such Registration Statement all or part of such Registrable Securities held by such Holder. (c) If the provisions of this Section 1.3, cause Registration Statement is to be registered under filed in connection with an Underwritten Offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Securities Act in underwriter or underwriters selected for such registration statement all underwriting. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required included in a Registration Statement under this Section 1.3 1.4 to include be included on the same terms and conditions as any similar securities of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of or any other provision security holder included therein and to permit the sale or other disposition of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative prioritiesintended method of distribution thereof. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.4 by giving written notice to the Company of its request to withdraw prior to the filing of the Registration Statement. (e) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, if any, as such Holder shall exist among them; and then second, all other holders of securities having nevertheless continue to have the right to include such securities any Registrable Securities in such registration (including any subsequent Registration Statement or Registration Statements as may be filed by the Holders Company with respect to offerings of its securities, all upon the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersterms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne . (f) In connection with any Underwritten Offering by the Company of its Common Stock pursuant to which a Holder is entitled to include its Registrable Securities pursuant to this Section 1.4, such Holder, if requested in accordance good faith by the Company and the managing underwriter of the Underwritten Offering, shall agree not to, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company held by such Holder (except for any securities sold pursuant to such Registration Statement) or enter into any hedging transaction relating to any equity securities of the Company for a period not to exceed ninety (90) days following the effective date of the applicable Registration Statement as agreed to by such parties; provided, that the Holders’ obligations under this paragraph (f) shall be conditioned upon all officers and directors entering into similar agreements with such managing underwriter. For purposes of this Section 1.8 hereof1.4, “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation, any put or call option) with respect to any equity security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Company Registration. (a) If (but without at any obligation to do so) time, the Company proposes to register any of its capital stock Common Units for sale (a "Company Registration") under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than registration of Common Units solely for issuance or sale (a) pursuant to Section 1.3 hereof or (b) in connection with a registration effected (i) employee compensation or benefit programs, (ii) an exchange offer or an offering of securities solely to implement the existing holders of Common Units, (iii) an employee benefit plan acquisition, merger, exchange offer or arrangement or a other business combination combination, including any transaction or any other similar transaction for which within the scope of Rule 145 promulgated pursuant to the Securities Act, using a registration statement on Form S-4 under the Securities Act S- 4 or any comparable successor form is applicableform), or (iv) a dividend reinvestment plan, the Company will promptly give prompt written notice thereof to the Holders of Registrable Securities at least twenty (20) which, in any event, shall be given no less than 20 days prior to the filing of a registration statement with respect to such registration statementCompany Registration) to each Holder of its intention so to do and, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon upon the written request of each a Holder given or Holders sent within fifteen (15) 15 days after the giving effective date of any such notice by the Companynotice, the Company shallwill, subject to the provisions of this Section 1.3Sections 1.5 and 1.7 hereof, use its Reasonable Efforts to cause all Registrable Securities as to which the Holder or Holders shall have so requested registration to be registered under the Securities Act Act, all to the extent necessary to permit the sale in such registration statement all offering of the Registrable Securities so registered on behalf of the Holder or Holders in the same manner as the Company proposes to offer its Common Units; provided, however, that each such Holder has requested to Registrable Securities shall be registered.included in a Company Registration only as follows: (b1) In Any over-allotment option exercised by the underwriters in connection with any offering involving an underwriting of shares of a Company Registration shall be exercised only with respect to Registrable Securities, to the Company’s capital stock, extent that the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company Holders have requested that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration Registration; and (if other than the Company2) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on If the number of shares requested Common Units that can be included in any Company Registration without materially and adversely affecting the offering, as determined by the managing underwriters for the offering, exceeds the number of Common Units proposed to be sold offered by the Company in such Holders. The Company offering, the Holders shall have the right to terminate include Registrable Securities in such offering pursuant to this Section 1.4 to the full extent of such excess, prior to the inclusion in the offering of any Common Units held by any other Person (including without limitation any Common Units with respect to which any Person has any rights under the agreement referred to in the last sentence of Section 1.11 hereof). In the event that the Holders request the inclusion in any Company Registration of more Registrable Securities than can be included therein in accordance with this Section 1.4, the respective number of Registrable Securities offered for sale by the Holders in the offering shall be determined on a pro rata basis, in proportion to the number of Registrable Securities that each requesting Holder then owns or withdraw has the present right to acquire. Subject to the foregoing, the Company shall use its Reasonable Efforts to cause the managing underwriters in connection with any Company Registration to permit the Registrable Securities requested by the Holders to be included in such Company Registration to be included to the full extent requested by the Holders and on the same terms and conditions as the Common Units of the Company included therein. No registration initiated by it of Registrable Securities under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration 1.4 shall be borne by relieve the Company of its obligations to effect the registration of Registrable Securities upon the request of the Holders in accordance with Section 1.8 hereof1.3.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than Holder) or other securities under the Securities 1933 Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee the sale of securities to participants in a Company benefit plan or arrangement or plan, a business combination transaction or registration relating solely to a Commission Rule 145 transaction, a registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on covering the sale of Registrable Securities such as a Form S-4 under registration, or a registration in which only Common Stock being registered is Common Stock issuable upon the Securities Act or any comparable successor form is applicableconversion of debt securities which are also being registered), the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account registration. On the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.2(c) below, cause to be registered under the Securities 1933 Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration, whether or not Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.6 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.2 to include any of the Holders’ Holder's securities in such underwriting underwriting, unless they accept Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by Holder to be included in such offering exceeds the amount of securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction the underwriters determine in their sole discretion is compatible with the number success of shares to be underwrittenthe offering, then the Company shall be required to include in the offering only that number of shares of such Registrable Securities that may be included the underwriters determine in their sole discretion will not jeopardize the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders success of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofoffering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act securities either for its own account or the account of any of its stockholders with a security holder or holders exercising their respective demand registration rights (other than in connection with pursuant to Section 1.3 hereof), other than a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination registration relating to a corporate reorganization or other transaction under Rule 145, or any other similar transaction for which a registration statement on Form S-4 under any registration form that does not permit secondary sales, then, for a period commencing on the Securities Act or any comparable successor form is applicable)Closing Date and ending on the fifth anniversary thereof, the Company will will: (i) promptly give to each Holder written notice thereof thereof, subject to the Holders of limitations set forth in Section 1.4(c) hereof; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) and (c) below, and in any underwriting involved therein, all the Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the specified in a written request of each or requests, made by any Holder given and received by the Company within fifteen ten (1510) days after the giving of such written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shallshall so advise the Holders as a part of the written notice given pursuant to Section 1.4(a)(i). In such event, subject the right of any Holder to registration pursuant to this Section 1.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Holders may participate in a maximum of two registered public offerings under the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company1.4. Regardless of Notwithstanding any other provision of this Section 1.31.4, if the underwriter representative of the underwriters advises the Company in writing that marketing factors require a reduction in limitation on the number of shares to be underwritten, then the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.11. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn form such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities that may to be included in the underwriting shall be allocated firstsuch registration was previously reduced as a as a result of marketing factors, to the Company and shall then offer to all persons who have retained rights to include securities in the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such additional securities in such the registration (including the Holders of the Registrable Securities) shall be entitled in an aggregate amount equal to participate pro rata based on the number of shares requested so withdrawn, with such shares to be sold by such Holders. The Company shall have allocated among the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company persons so requesting additional inclusion in accordance with Section 1.8 1.11 hereof.

Company Registration. (a) If (but without after the completion of any obligation to do so) Qualified Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock or other securities under the Securities 1933 Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an the sale of securities to participants in a Company stock or other employee benefit plan or arrangement plan, a registration relating solely to a Rule 145 transaction, or a business combination transaction registration on any form which does not permit secondary sales or any other similar transaction for which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicablesale of the Registrable Securities), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen (15) days after the giving of Company gives such notice by the Companynotice, the Company shall, subject to the provisions of this Section 1.3Subsections 2.2(b) and (c), cause include in the registration statement to be registered under the Securities Act in such registration statement filed all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the The Company shall not be required under this Section 1.3 2.2(a) to include any of the Holders’ securities a Holder's Registrable Securities in such a registered public offering involving an underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters underwriter selected by itthe Company. (c) If the total amount of securities, and then only including Registrable Securities, requested to be included in such quantity as offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering by offering. If the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company underwriters determine that marketing factors require a reduction in the number of shares to be underwrittenincluded in the registration must be limited, then the Company shall so advise all holders of securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated according to the following priority: (i) first, the securities the Company proposes to sell; (ii) second, the Investor Registrable Securities and Additional Registrable Securities requested to be included in such registration, pro rata among the Holders of such Investor Registrable Securities and Additional Registrable Securities on the basis of the number of Investor Registrable Securities and Additional Registrable Securities then held by each such Holder; (iii) third, the Founder Registrable Securities requested to be included in such registration, pro rata among the Holders of such Founder Registrable Securities on the basis of the number of Founder Registrable Securities then held by each such Holder; (iv) fourth, other securities requested to be included in such registration. To facilitate the allocation of shares in accordance with the above provision, the Company may round the number of shares allocated to any holder to the nearest one hundred (100) shares. If any holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the Person underwriters. Any Registrable Securities or Persons requesting other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) The Company shall bear and pay all expenses, incident to the Company's performance of, or compliance with, its obligations under this Agreement in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2.2, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder (if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders). The Holders including Registrable Securities in such registration (if other than the Company) statements shall be entitled to participate in accordance with the relative prioritiesbear all underwriting discounts and commissions, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders respect of the Registrable Securities) shall be entitled to participate , pro rata based on in proportion to the number of shares requested to be Registrable Securities being sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofeach Holder.

Company Registration. (a) If (but without If, at any obligation time or from time to do so) time, the Company proposes shall determine to register any of its capital stock under the Securities Act securities, either for its own account or the account of any of its stockholders with a security holder or holders exercising their respective demand registration rights (rights, other than in connection with a registration effected (i) relating solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement plans on Form S-4 under S-8 or similar forms which may be promulgated in the Securities Act future or any comparable successor form is applicable)(ii) relating solely to a SEC Rule 145 or similar transaction, the Company will promptly give to each Holder written notice thereof to (which shall include a list of the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, jurisdictions in which the Company shall, subject intends to the provisions of this Section 1.3, cause attempt to be registered qualify such securities under the Securities Act applicable blue sky or other state securities laws, and include in such registration statement (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities that each of such Holder has requested to be registeredHolders as specified in a written request or requests made within 15 days after receipt of such written notice from the Company. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so indicate in the notice given pursuant to Section 10.5(a). In such event the right of any Holder to registration pursuant to this Section 1.3 10.5 shall be conditioned upon such Holder's agreeing to include any of the Holders’ securities participate in such underwriting unless they accept and in the terms inclusion of such Holder's Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the CompanyCompany or by other holders exercising demand registration rights. Regardless of Notwithstanding any other provision provisions of this Section 1.310.5, if the underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities or other securities from such registration and underwriting (hereinafter an "Underwriter Cutback"). In the event of an Underwriter Cutback, the Company shall so advise all Holders and the other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated firstamong all Holders thereof (including those holders who are exercising their demand registration rights) on the basis that the holders who are not Holders shall be cut back before any cutback of Holders. If the limitation determined by the underwriter requires a cutback of the Holders, then the number of shares that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. In the event of an Underwriter Cutback, holders of securities with respect to which registration rights have been granted pursuant to Section 10.10 hereof shall be treated as Holders for purposes of any cutbacks. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person underwriter. Any securities excluded or Persons requesting withdrawn from such registration (if other than the Company) underwriting shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in withdrawn from such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders, including pursuant to any Other Registration Rights Agreement (as defined below)) any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 securities under the Securities Act or any comparable successor form is applicableconsummate an underwritten offering pursuant to a previously filed registration statement (in each case other than in an Excluded Registration), the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementunderwritten offering. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving of such notice is given by the Company, the Company shall, subject to the provisions of this Section 1.32.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares included in such registration and/or use its commercially reasonable efforts to include all of the Company’s capital stockRegistrable Securities that each such Holder has requested to be included in such registration or underwritten offering. If the registration referred to in this Section 2.2 is proposed to be underwritten or the Company proposes to consummate an underwritten offering pursuant to a previously filed registration statement (in each case other than in an Excluded Registration), the Company shall not be required under will so advise the Holders as a part of the written notice given pursuant to this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept 2.2 and the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in Section 2.3 shall apply to such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersunderwritten offering. The Company shall have the right to terminate or withdraw any registration or underwritten offering initiated by it under this Section 1.3 prior to 2.2 before the effectiveness effective date of such registration or offering, as applicable, whether or not any Holder has elected to include securities Registrable Securities in such registrationregistration or underwritten offering. The registration expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof2.6. No withdrawn registration shall count as one of the permitted Demand Registrations granted to the Holders under this Agreement. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act pursuant to an Excluded Registration, the Company shall not be required to include any of the Holders’ Registrable Securities in such offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than registration relating solely to the sale of securities to participants in connection with a Company stock plan, an offering or sale of securities pursuant to a Form S-4 (or successor form) registration statement or a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for in which a registration statement on Form S-4 under the Securities Act or any comparable successor form only stock being registered is applicableCommon Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.32.7, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 2.2(a) to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction the underwriters determine in their sole discretion is compatible with the success of the offering, the underwriters may limit the amount of securities to be included in the registration and underwriting by the selling shareholders. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities securities that may be included in the registration and underwriting shall be allocated first, among the initiating holders on a pro rata basis, or as the Company and the initiating holders, if any, may determine and second, among the Holders and other participating holders, other than initiating holders, if any, requesting registration in proportion, as nearly as practicable, to the respective amounts of securities, including Registrable Securities, that such holders, including Holders, have requested pursuant to this Section 2.2 to include in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the Person underwriters. Any Registrable Securities excluded or Persons requesting withdrawn from such registration (if other than the Company) underwriting shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in withdrawn from such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) If, during the Rights Period, the Company proposes shall determine to register any of its capital stock under the Securities Act securities either for its own account or the account of any of its stockholders with a security holder or holders exercising their respective demand registration rights (rights, other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement or a business combination transaction plans on Form S-8 or any other similar transaction for which successor form, a registration statement relating to a corporate reorganization or other transaction on Form S-4 under the Securities Act or any comparable successor form is applicable)form, or a registration pursuant to Section 1.2, the Company will will: (i) promptly give the Holder Representative written notice thereof thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.3(b) below, and in any underwriting involved therewith, all the Registerable Shares specified in a written request or requests, made by the Holder Representative and delivered to the Holders of Registrable Securities at least Company within twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon after the written request of each Holder given within fifteen notice from the Company described in clause (15i) days after the giving of such notice above is received by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredRepresentative. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise the Holder Representative as a part of the written notice given pursuant to Section 1.3(a)(i). In such event, the right of any holder of Registerable Shares to registration pursuant to this Section 1.3 to include any of the Holders’ securities shall be conditioned upon such holder’s participation in such underwriting unless they accept and the inclusion of such holder’s Registerable Shares in the underwriting on the same terms and conditions as the securities to be sold on behalf of the Company. All holders of Registerable Shares proposing to distribute their securities through such underwriting as agreed upon between shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities though such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by it, the Company on the same terms and then only in such quantity conditions as the underwriters determine in their sole discretion will not jeopardize the success securities to be sold on behalf of the offering by the Company. Regardless of . (c) Notwithstanding any other provision of this Section 1.3, if the underwriter advises representative of the Company underwriters of such offering reasonably determines that marketing factors require a reduction in limitation on the number of shares to be underwritten, then the representative may (subject to the limitations set forth below) exclude all Registerable Shares from, or limit the number of Registerable Shares to be included in, the registration and underwriting. The Company shall so advise the Holder Representative, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated first, first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14. If any person does not agree to the Person terms of any such underwriting, their Registerable Shares shall be excluded therefrom by written notice from the Company or Persons requesting the underwriter to the Holder Representative. Any Registerable Shares or other securities so excluded from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registerable Shares to be included in such registration (if other than was previously reduced as a result of marketing factors, the Company) Company shall be entitled then offer to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having persons who have retained the right to include such securities in such the registration (including the Holders of right to include additional securities in the Registrable Securities) shall be entitled registration in an aggregate amount equal to participate pro rata based on the number of shares requested so withdrawn, with such shares to be sold by such Holders. The Company shall have allocated among the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company persons requesting additional inclusion in accordance with Section 1.8 1.14 hereof.:

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than the Holders) or other securities under the Securities 1933 Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a the public offering of such securities on any form which also would permit registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under of the Securities Act or any comparable successor form is applicable)Registrable Securities, the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.4(c), cause to be registered under the Securities 1933 Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.4 to include any of the Holders’ requesting Holder's securities in such underwriting underwriting, unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any other provision of this Section 1.3securities, if the underwriter advises the Company that marketing factors require a reduction in the number of shares including Registrable Securities, requested to be underwrittenincluded in such offering by the Company, the Holders and other security holders to whom registration rights have been granted exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of shares securities (including Registrable Securities) that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities requested to be included therein by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that may the amount of Registrable Securities requested by the Holders to be included in the underwriting such offering pursuant to this Section 1.4 and all other securities requested by other holders to be included in such offering pursuant to other "piggyback" registration rights shall be allocated first, reduced first (the Registrable Securities and other securities so reduced to be apportioned pro rata among the selling Holders and other holders according to the total amount of Registrable Securities and other securities requested to be included therein by each selling Holder and other holder) before any reduction of any (i) securities requested to be included in such offering by any holders exercising "demand" registration rights or (ii) any securities sold by the Company to be included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the Person partners, retired partners and stockholders of such Holder, or Persons requesting the estates and family members of any such registration (if other than partners and retired partners and any trusts for the Company) benefit of any of the foregoing persons shall be entitled deemed to participate in accordance be a single "selling Holder", and any pro rata reduction with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right respect to include such securities in such registration (including the Holders of the Registrable Securities) "selling Holder" shall be entitled to participate pro rata based on the number aggregate amount of shares Registrable Securities requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities included in such registration. The registration expenses of offering by all such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofrelated entities and individuals.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities either for its own account or for the account of any of its stockholders with registration rights (Other Stockholders, other than in connection with the Shelf Registration, or a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination transaction registration relating solely to a Commission Rule 145 transaction, or a registration on any other similar transaction for registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicable)sale of Registrable Securities, the Company will will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders of Registrable Securities at least twenty within ten (2010) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) business days after the giving of such the written notice by the Company, from the Company shalldescribed in clause (i) above, subject except as set forth in Section 2(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such written notice of its intention to effect such registration and prior to the provisions effective date of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In filed in connection with any offering involving an underwriting of shares of the Company’s capital stocksuch registration, the Company shall determine for any reason not be required under this Section 1.3 to include any of the Holders’ register such equity securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company may, at its election, give written notice of such determination to the Holders and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises thereupon the Company that marketing factors require a reduction in the number shall be relieved of shares its obligation to be underwritten, then the number of shares of register such Registrable Securities that may be included in connection with the underwriting shall be allocated firstregistration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein), without prejudice, however, to the Company and the Person or Persons requesting rights (if any) of Holders immediately to request that such registration (if other than the Companybe effected as a registration under Section 2(a) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) 3.1 If (but without any obligation to do so) the Company proposes proposes, commencing nine months after the Closing, to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act for its own account or in connection with the account public offering of any of its stockholders with registration rights such securities (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement or the sale of securities to participants in a business combination transaction or any other similar transaction for which Company stock plan, a registration statement on Form S-4 relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act or any comparable successor form is applicableAct), the Company will shall, at such time, promptly give each Holder who holds Registerable Securities a written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.35, use best efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) 3.2 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company. 3.3 In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 3 to include any of the Holders’ securities of the Holders in such underwriting unless they accept the terms of the underwriting underwriting, in customary form, as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company and approved by holders of at least a majority of the Registrable Securities, which approval shall not be unreasonably withheld, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction the underwriters determine in their sole discretion could materially and adversely jeopardize the number success of shares to be underwrittenthe offering by the Company, then the Company shall be required to include in the offering only that number of shares securities, including Registrable Securities, that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (the securities so included to be (i) first the securities which the Company proposes to register, (ii) second, if remaining, pro rata among the Holders exercising their piggyback registration rights pursuant to Section 3.1 above based on their holdings of the Registrable Securities. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are first excluded. 3.4 For purposes of the preceding parenthetical concerning apportionment, for any stockholder that is a Holder of Registrable Securities that may be included in is a partnership or corporation, the underwriting Affiliates, partners, retired partners and stockholders of such Holder, or the estates and family members of any such Affiliates, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be allocated firstdeemed to be a single “Holder”, as applicable, and any pro-rata reduction with respect to the Company and the Person or Persons requesting such registration (if other than the Company) “Holder” shall be entitled to participate in accordance with based upon the relative priorities, if any, as shall exist among them; aggregate amount of the applicable class of Registrable Securities owned by all such related entities and then second, all other holders individuals. 3.5 The right of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it Securities under this Section 1.3 prior to the effectiveness 3 may be used for an unlimited number of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereoftimes.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s 's contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.2, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.31.2, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof5 of the Agreement.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities, either for its own account for the account of a Holder or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or stockholder who is not a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the CompanyHolder, the Company shall, subject to : (i) promptly give the provisions of this Section 1.3, cause Holders (excluding any such Holder for whose account the shares are determined to be registered under the Securities Act registered) written notice thereof; and (ii) include in such registration statement (and any related qualifications including compliance with Blue Sky laws), and in any underwriting involved therein, all the shares of the Registrable Securities that each specified in a written request or requests, made within 20 days after the date of such Holder has requested to be registeredwritten notice from the Company, by any such Holder. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise each Holder as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Holder to registration pursuant to this Section 1.3 to include any of the Holders’ securities 3 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of shares of Registrable Securities in the underwriting as agreed upon between shall be limited to the extent provided herein. Each Holder shall (together with the Company and the underwriters other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.33, if the managing underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then no securities to be registered for sale by Holders shall be included unless all shares to be registered for sale by the Company to be included in such underwriting are so included. The Company shall so advise each Holder and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated first, to so limited. (c) If the registration of which the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then secondgives notice is for a registered public offering involving an underwriting, all other holders Holders shall provide upon request customary lock-up agreements for themselves and their affiliates by which they agree not sell any of securities having their shares for a period of 180 days from the right to include such securities in such registration (including the Holders effective date of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofstatement.

Company Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register any of its capital stock securities under the Securities Act for sale to the public, whether for its own account or for the account of any of its stockholders other security holders or both (except with respect to registration rights (other than in connection with a registration effected solely statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicablepublic), the Company each such time it will promptly give written notice thereof to the Holders all holders of outstanding Registrable Securities at least twenty (20) days prior of its intention so to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementdo. Upon the written request of each Holder given any such holder, received by the Company within fifteen (15) 15 days after the giving of any such notice by the Company, the Company shall, subject to the provisions register any of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the its Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stockSecurities, the Company shall not will use reasonable best efforts to cause such Registrable Securities to be required under this Section 1.3 included in the registration statement proposed to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering be filed by the Company. Regardless In the event that any registration pursuant to this Section 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriters advise the Company in their opinion that the number of securities to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within the price range acceptable to the Company, then the number of Registrable Securities included in such offering may be reduced, pro rata among the Registrable Securities requested to be included in such offering; provided, however, that in the case of any other provision underwritten public offering, the number of this Section 1.3, if shares of Conversion Shares included in such offering shall not be reduced below an amount equal to 25% of the underwriter advises the Company that marketing factors require a reduction in the total number of shares to be underwrittenincluded. Notwithstanding the foregoing provisions, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or may withdraw any registration initiated by it under statement referred to in this Section 1.3 prior 3.2 without thereby incurring any liability to the effectiveness holders of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofRegistrable Securities.

Company Registration. (a) If Subject to Section 8.2(b) below, if (but without any obligation to do so) the Company proposes to register any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement the sale of securities to participants in a Company stock plan, or a business combination transaction or registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the sale of the Registrable Securities Act or any comparable successor form is applicablea SEC Rule 145 transaction), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen (15) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 10.5, the Company shall, subject to the provisions of this Section 1.3Sections 8.4, 8.5, 8.6 and 8.7, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. Notwithstanding the foregoing, after the Company's initial public offering, the Company will not be required to give notice to the Holders of Registrable Securities if the underwriters managing the proposed offering have advised the Company in writing that in their judgment market conditions will not allow the inclusion of any secondary shares in such offering. If the managing underwriters and the Company subsequently determine to add any secondary shares in the offering, such notice shall be provided, and each Holder shall have the registration rights provided in this Section 8. (b) In connection with any offering involving an underwriting of shares The registration rights of the Company’s capital stock, Holders pursuant to Section 8.2(a) above are subject to the Company shall not be required under this Section 1.3 to include any demand registration rights of the Holders’ securities Warrantholders, as more particularly described in such underwriting unless they accept the terms of the underwriting as agreed upon Registration Rights Agreement dated April 23, 1999, by and between the Company and the Warrantholders. The Company shall notify the Holders of any such registration unless the underwriters selected by it, and then only managing the proposed offering have advised the Company in writing that the inclusion of Registrable Securities in such quantity as registration will reduce the amount of shares of Common Stock requested by the Warrantholders to be included in such registration. The Company shall be required to include the Registrable Securities in any such demand registration only to the extent that such inclusion will not reduce the amount of shares of Common Stock requested by the Warrantholders to be included in the registration. Thereafter, to the extent that the total amount of Registrable Securities requested by the Holders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall offering, the Registrable Securities will be allocated first, apportioned among the Holders according to the Company and the Person total amount of securities owned by each Holder or Persons requesting in such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, proportions as shall exist among them; and then second, all other holders of securities having the right mutually be agreed to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company Except as expressly set forth in this Amendment, the Agreement shall have remain in full force and effect as executed and is hereby ratified and confirmed. If there is any inconsistency or conflict between this Amendment and the right Agreement, the provisions of this Amendment shall govern and control. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies (facsimile, photostatic or otherwise) of signatures to terminate or withdraw any registration initiated by it under this Section 1.3 prior Amendment shall be deemed to be originals and may be relied on to the effectiveness of such registration whether or not any Holder has elected to include securities in such registrationsame extent as the originals. The registration expenses of such withdrawn registration This Amendment shall be borne by binding upon, and shall inure to the Company in accordance with Section 1.8 hereofbenefit of, the parties hereto and their respective successors and assigns.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act securities either for its own account or the account of any a security holder or holders exercising their respective demand registration rights, other than a registration pursuant to Section 1.3 or 1.5 hereof, a registration related to a the Company’s Initial Public Offering of its stockholders with registration rights (other than in connection with Common Stock where the Company has determined pursuant to Section 1.4(c) hereof to exclude selling stockholders, a registration effected relating solely to implement an employee benefit plan or arrangement plans, a registration relating to the offer and sale of debt securities, or a business combination transaction or any other similar transaction for which registration relating solely to a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)Rule 145 transaction, the Company will shall: (i) promptly give to each Holder written notice thereof thereof; and (ii) use commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) hereof, and in any underwriting involved therein, all the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the specified in a written request of each or requests, made by any Holder given and received by the Company within fifteen ten (1510) days after the giving of such written notice from the Company described in clause (i) above is given by the Company, the Company shall, subject to the provisions . Such written request may specify all or a part of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the a Holder’s Registrable Securities that each such Holder has requested to be registeredSecurities. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise the Holders as a part of the written notice given pursuant to Section 1.4(a)(i) hereof. In such event, the right of any Holder to include Registrable Securities in such registration pursuant to this Section 1.3 to include any of the Holders’ securities 1.4 shall be conditioned upon such ▇▇▇▇▇▇’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of . (c) Notwithstanding any other provision of this Section 1.31.4, if the underwriter representative of the underwriters advises the Company that marketing factors require a reduction in limitation on the number of shares securities sold other than by the Company, the representative may (subject to be underwrittenthe limitations set forth below) exclude all Registrable Securities from, then or limit the number of shares of Registrable Securities that to be included in, the registration and underwriting. If the registration is with respect to the Company’s Initial Public Offering, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration (provided that all Other Stockholders shall be excluded first from such offering). If such registration is with respect to any subsequent Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s stockholders (including the Holders); provided, however, that the number of Registrable Securities to be included in such registration by the Company’s stockholders (including the Holders) may not be so reduced to less than fifty percent (50%) of the total number of all securities included in such registration (provided that all Other Stockholders shall be excluded first from such offering). The Company shall so advise all holders of securities requesting registration, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated first, first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14 hereof. If any person does not agree to the Person terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or Persons requesting the underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of securities to be included in such registration (if other than was previously reduced as a result of marketing factors, the Company) Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of securities so withdrawn, with such securities to be entitled to participate allocated among the persons requesting additional inclusion in accordance with Section 1.14 hereof. To facilitate the allocation of securities in accordance with the relative prioritiesabove provisions, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including Company or the Holders of the Registrable Securitiesunderwriter(s) shall be entitled to participate pro rata based on may round the number of shares requested securities allocated to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior Holder to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofnearest 100 shares.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register any file a registration statement for an underwritten public offering of its capital stock under the Securities Act equity securities, either for its own account or the account of any of its stockholders with registration rights others (other than in connection with any registration statement filed on a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction Form ▇-▇, ▇▇▇▇ ▇-▇ or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicableforms), the Company will (i) promptly give to each Purchaser written notice thereof to the Holders of Registrable Securities at least twenty and (20ii) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.39.13(b) below, cause to be registered under the Securities Act include in such registration statement and underwritten offering (and any related qualification under blue sky laws or other compliance) all of the Registrable Securities that each specified in a written request or requests made within 10 days after receipt of such Holder has requested to be registeredwritten notice from the Company by any Purchaser. (b) In connection with The right of any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Purchaser to registration pursuant to this Section 1.3 to include any of the Holders’ securities 9.13 shall be conditioned upon such Purchaser’s participation in such underwriting unless they accept and the terms inclusion of Registrable Securities in the underwriting as agreed upon between to the extent provided herein. Each Purchaser proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Purchaser’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters selected (such underwriting agreement to be in the form negotiated by itthe Company or such stockholders, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companycase may be). Regardless of Notwithstanding any other provision of this Section 1.39.13, if the managing underwriter advises or underwriters of a proposed underwritten offering with respect to which Purchasers of Registrable Securities have exercised their rights under this Section 9.13 advise the Board of Directors of the Company that marketing factors require a reduction in its or their opinion the number of shares to be underwritten, then the number of shares of Registrable Securities that may requested to be included in the underwriting offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated allocated, (i) first, to the Company and or to any holder of securities of the Person Company initiating such registration, up to the total number of securities that the Company or Persons requesting such registration (if other than the Company) shall holder(s), as applicable, has requested to be entitled to participate included in accordance with the relative prioritiessuch registration, if any, as shall exist among them; and then (ii) second, and only if all the securities referred to in clause (i) have been included, to the Purchasers and other holders of securities having of the right Company that have contractual rights to include such securities be included in such registration (including registration, up to the Holders total number of the Registrable Securities) shall securities that Purchasers and such holders have requested to be entitled to participate included in such offering, allocated pro rata based on upon the number of shares securities that each of them shall have requested to be included in such offering, and (iii) third, and only if all the securities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior written notice to the effectiveness of Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such registration whether or not any Holder has elected to include securities in underwriting shall be withdrawn from such registration. The Company or the holders of securities who have caused a registration expenses of such withdrawn registration shall statement to be borne filed as contemplated by the Company in accordance with Section 1.8 hereof.this Section

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine, in its sole discretion, to register any of its capital stock under the Securities Act securities, either for its own account or for the account of any of its stockholders with registration rights a security holder or holders (other than in connection with (i) a registration effected solely statement providing for an offering on a delayed or continuous basis pursuant to implement an employee benefit plan Rule 415 of the Act or arrangement or a business combination transaction or any other similar transaction for which (ii) a registration statement on Form S-4 under the Securities Act or S-8 or any comparable successor or similar forms) registering an underwritten offering of Common Stock for cash consideration on any form that also would permit the registration of the Registrable Securities and such filing is applicable)to be on its behalf and/or on behalf of selling holders of the Company’s securities, the Company will shall each such time: (1) promptly give written notice thereof to the Holders of written notice thereof; and (2) include in such registration (and any related qualification under Blue Sky law or other compliance), and in any underwriting involved therein, all the Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the specified in any written request of each Holder given or requests by Holders received by the Company within fifteen (15) days after such written notice is given on the giving same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriters in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 4(a). In such event, the right of any Holder to registration pursuant to this Section 4 shall be conditioned upon Holder’s participation in such underwriting and the inclusion of such notice Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, the Company shall, subject to the provisions . (c) Notwithstanding any other provision of this Section 1.34, cause if the managing underwriter determines that the total amount of such securities to be registered under so registered, including Registrable Securities, will exceed the maximum amount of the Company’s securities that can be marketed either (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, the underwriters may limit the Registrable Securities Act or other securities to be included in the registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the Company shall include in such registration statement (1) first, all the securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising demand registration rights pursuant to another agreement and without having the adverse effect referred to above, and (2) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 4 together with all shares of Common Stock requested to be included by third parties exercising registration rights similar to those granted in this Section 4 up to the number of shares that the Company has been advised can be sold in such offering without having either of the adverse effects referred to above. The number of such Registrable Securities that requested to be included in such registration by the Holders pursuant to this Section 4 shall be limited to such extent and shall be allocated pro rata among all such requesting Holders and third parties exercising rights similar to those granted in this Section 4 on the basis of the relative number of Registrable Securities each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities included in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company registration and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares of Common Stock requested to be underwrittenincluded in such registration by such third parties. The Company shall advise all Holders of shares which would otherwise be registered and underwritten pursuant hereto of any such limitations, then and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated firstregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person underwriter. Any securities excluded or Persons requesting withdrawn from such registration (if other than underwriting shall not be transferred in a public distribution prior to 90 days after the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders effective date of the Registrable Securitiesregistration statement relating thereto, or such shorter period of time as the managing underwriter may require. (d) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 4 prior to the effectiveness of such registration whether or not any Holder has elected to include register securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its capital stock Common Stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with an Excluded Registration) (a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable“Piggyback Registration”), the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving of such notice is given by the Company, the Company shall, subject to the provisions of this Section 1.3Subsection 2.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities included in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersregistration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to Subsection 2.2 before the effectiveness effective date of such registration registration, whether or not any Holder has elected to include securities Registrable Securities in such registration. The registration expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofSubsection 2.7. Notwithstanding the foregoing, assuming a Requesting Investor has given notice of its desire to participate in such registration, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Requesting Investor and, thereupon, (a) in the case of a determination not to register the Company’s securities for its own account, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (b) in the case of a determination to delay registering the Company’s securities for its own account, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities to be sold for the account of the Company. No registration effected under this Subsection 2.2 shall (i) relieve the Company of its obligations to effect any Registration under Subsections 2.1(a) or 2.1(b) herein, or (ii) entitle the Company to treat Registrable Securities differently in any such decision not to register or to delay pursuant to this Subsection 2.2(a). Subject to Subsection 2.1(e), the failure to register or to delay registration of securities under this Subsection 2.2 shall not obligate the Company to pay any Liquidated Damages pursuant to Subsection 2.1(c).

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register any of its capital stock file a registration statement under the Securities Act for its own account or purposes of a public offering of securities of the account of any of its stockholders with registration rights Company (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction including for which this purpose a registration statement on Form S-4 under covering shares owned by stockholders other than the Holders but excluding Special Registration Statements), it shall notify all Holders of Registrable Securities Act in writing (the “Company Notice”). Each Holder shall have the right (the “Piggyback Right”), subject to the limitations set forth in Section 2.3(b), to include in any such registration statement all or any comparable successor form part of the Registrable Securities then held by such Holder. In order to exercise the Piggyback Right, a Holder shall give written notice to the Company (the “Piggyback Notice”) no later than 20 days following the date on which the Company gives the Company Notice. The Piggyback Notice shall set forth the number of Registrable Securities that such Holder desires to include in the registration statement. (b) If the registration statement under which the Company gives notice under this Section 2.3 is applicable)for an underwritten offering, the Company will promptly give written notice thereof to shall so advise the Holders of Registrable Securities at least twenty (20) days prior in the Company Notice. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the filing extent provided herein. All Holders proposing to distribute their Registrable Securities by means of such registration statement, or such lesser time that is reasonable taking underwritten offering shall enter into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of agreement in customary form with the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in underwriter or underwriters selected for such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of Notwithstanding any other provision of this Section 1.3the Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in the following manner: first, to the Company, all securities proposed to be registered by the Company for its own account; second, to the Holders, up to the full number of Registrable Securities requested to be included in such registration on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration by the Holders; and third, to any other holders, the number of securities requested to be included by any other holders, in proportion as nearly as practicable, to the respective amounts of securities of the Company owned by them; provided, however, in no event shall the number of Registrable Securities of the Holders be reduced to a number less than 35% of the total amount of securities in the offering, unless such offering is the Company’s Initial Public Offering in which case the number of Registrable Securities included may be reduced to below 35% of the total number of securities is in the offering if the underwriters make the determination above and no other stockholder’s securities are included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person or Persons requesting underwriter, delivered at least 10 business days prior to the effective date of the registration statement. If a person who has requested inclusion in such registration (if other than as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company) , the underwriter or the Initiating Holders. The securities so excluded shall also be entitled withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to participate be included in accordance with such registration was previously reduced as a result of marketing factors pursuant to this Section 2.3(b), then the relative priorities, if any, as Company shall exist among them; and then second, offer to all other holders of Holders who have retained rights to include securities having in the registration the right to include such securities additional Registrable Securities in such the registration (including the Holders of the Registrable Securities) shall be entitled in an aggregate amount equal to participate pro rata based on the number of shares requested so withdrawn, with such shares to be sold by allocated among such Holders. Holders requesting additional inclusion, as set forth above. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 2.5 hereof.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register under the 1933 Act, or register or qualify under the laws of any state, any of its capital stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the Securities 1933 Act for its own account or the account permitting registration of any secondary offerings, it will each such time give written notice of its stockholders with intention to do so to each of the Holders. In the case of the registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)initial public offering of the Company’s stock, the Company will promptly give the Holders at least 30 days prior written notice thereof to of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders of Registrable Securities at least twenty (20) 20 days prior to the filing written notice of such proposed filing. If a Holder desires to participate in such registration statementor qualification of Common Stock, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by other securities, it shall notify the Company, within 20 days in the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all case of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company initial registration and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction 15 days in the number case of shares to be underwrittensubsequent registrations, then of the number of shares of Registrable Securities that may be included in which it desires to have so included. In the underwriting shall be allocated first, to event the Company and the Person or Persons requesting decides to proceed with such registration (if other than or qualification, the Company) shall Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be entitled registered or qualified to participate permit the sale thereof; provided, however, that if, in accordance connection with the relative prioritiesoffering by the Company of Common Stock, if anyor securities convertible into or exercisable for Common Stock, as pursuant to a registration under the 1933 Act, the underwriter thereof shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based impose a limitation on the number of shares of the Company’s stock or securities which may be included in any such registration statement because, in its judgment, the inclusion of such shares would materially and adversely affect such public offering, then the Company shall be obligated to include in such registration statement only such portion of the Registrable Securities requested to be registered under this Section 8 as the underwriter permits; provided that all other securities other than those offered for the Company’s own account shall first be excluded from the registration statement and provided further that not more than 65% of the shares to be included in such registration statement shall be shares to be sold by the Company except that the Company may include greater than 65% of the shares to be included in such Holdersregistration to the extent the aggregate of all such shares to be included therein, after allowing therein all securities offered other than by the Company, is less than the total number of shares permitted to be included by the underwriters. Such limitation will be imposed pro rata with respect to all Registrable Securities as to which inclusion has been requested pursuant to this Section 8.2. The Company shall have bear all of the right expense of all registrations pursuant to terminate or withdraw any registration initiated by it under this Section 1.3 prior 8.2, except for the pro rata portion of brokerage or underwriters discounts or commissions relating to the effectiveness shares sold on behalf of such registration whether the Holders or not any Holder has elected to include securities in such registration. The registration Other Holders and the fees and expenses of any one special counsel retained by such withdrawn registration Holders or Other Holders. It shall not be borne by deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the Company number of shares allowed to participate in accordance with Section 1.8 hereofany public offering of the Company’s stock which are not being sold for the Company’s account (subject to the 65% limitation referred to above), or (b) shall require the holders of the Company’s stock, other than the Company, to agree to refrain from selling their stock to members of the public for some reasonable period of time (no longer than 180 days) after the date on which the Company’s stock is first offered to the public (so called lock-up provisions), or (c) shall establish any other reasonable limitations or restrictions applicable to the holders of the Company’s stock, as a condition to consummating the public offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 covered by Rule 145 under the Securities Act or any comparable successor form is applicableAct), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 3.5, the Company shall, subject to the provisions of this Section 1.32.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredregistered (subject, however, to reduction in accordance with Section 2.2(b)). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) In connection the event the Holder desires to participate in an offering pursuant to Section 2.2(a), the Holder may include Registrable Securities in any Registration Statement relating to such offering to the extent that the inclusion of such Registrable Securities will not reduce the number of Shares of Common Stock to be offered and sold pursuant thereto by the Company demand registration rights with any respect to such offering. If the lead managing underwriter selected by the Company for an underwritten offering involving an underwriting pursuant to Section 2.2(a) determines that marketing factors require a limitation on the number of shares Shares of Common Stock to be offered and sold by the shareholders of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept offering, there will be included in the terms offering only that number of the underwriting as agreed upon between the Company and the underwriters selected by itShares of Common Stock, and then only in if any, that such quantity as the underwriters determine in their sole discretion lead managing underwriter determines will not jeopardize the success of the offering by the Company. Regardless of any other provision all Shares of this Section 1.3, if the underwriter advises Common Stock that the Company that marketing factors require a reduction desires to sell for its own account. In such event and provided the managing underwriter has so notified the Company in writing, the number of shares Shares of Common Stock to be underwrittenoffered and sold by the shareholders of the Company, then including the number of shares of Registrable Securities that may be included Holder, desiring to participate in the underwriting shall such offering will be allocated among such holders of Shares of Common Stock first, pro rata pro rata among the Holders and second, among securities to the Company and the Person or be registered pursuant to demand registration rights held by Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) Each time the Company proposes shall determine to register any proceed with the actual preparation and filing of its capital stock a registration statement under the Securities Act in connection with the proposed offer and sale for its own account or the account cash of any of its stockholders with registration rights securities by it or any of its security holders (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or on a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under form that does not permit the Securities Act or any comparable successor form is applicableinclusion of shares by its security holders), the Company will promptly shall give written notice thereof of its determination to the all record Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementa “Participation Notice”). Upon the written request of each a record Holder of any Registrable Securities given within fifteen thirty (1530) days after receipt of a Participation Notice, the giving Company will, except as herein provided, cause all such Registrable Securities, the record Holders of which have so requested registration thereof, to be included in such notice registration statement. If any registration pursuant to this Section 1.3 shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section 1.3 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. (b) Nothing contained in this Agreement shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it without any liability to the Holders of Registrable Securities. If the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company’s decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall, subject shall promptly complete the registration for the benefit of those selling security Holders who wish to proceed with a public offering of their securities and who bear all expenses incurred by the provisions Company as the result of this Section 1.3, cause to be registered under the Securities Act in such registration statement arising after the Company has decided not to proceed. (c) If, in the good faith judgment of the Company and its underwriter of such public offering, the inclusion of all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection originally covered by a request for registration would interfere with any offering involving an underwriting the successful marketing of the shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering stock offered by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated firstreduced, pro rata among the Holders participating in the offering according to the Company and total amount of securities entitled to be included therein owned by the Person or Persons requesting Holders; provided, however, that such registration (if number of shares of Registrable Securities shall not be reduced until any shares to be included in such underwriting for the account of any person other than the Company) shall be entitled to participate in accordance with Company or the relative prioritiesrequesting Holders have been completely eliminated from the registration, if anyand provided, as shall exist among them; and then secondfurther, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on that the number of shares requested of Registrable Securities shall not be reduced below an amount equal to 30% of the total number of shares to be sold by such Holders. The Company shall have included in the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to unless the effectiveness of such registration whether or not any Holder has elected to include securities underwriting is in such registration. The registration expenses of such withdrawn registration shall connection with the Company’s Qualified IPO, in which case all shares may be borne by the Company in accordance with Section 1.8 hereofexcluded.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, but excluding a registration relating to an aggregate of 409,200 shares of Common Stock and Warrants to purchase Common Stock issued pursuant to a private placement effected in December 1995 through March 1996) any of its capital stock Common Stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a secondary offering of such securities solely for cash (other than a registration effected relating solely to implement an employee benefit plan the sale of securities to participants in a Company stock option, stock purchase or arrangement similar plan, or a business combination registration relating solely to a transaction or any other similar transaction for which a registration statement on Form S-4 of the type described in Rule 145(a) under the Securities Act or any comparable successor form is applicableAct), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each any Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 8.7 of this Agreement, the Company shall, subject to the provisions of this Section 1.36.3(b), cause to be registered under the Securities Act include in such registration statement (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 6.3 to include any of the Holders’ Holder's securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction in the number underwriters reasonably believe compatible with the success of shares to be underwrittenthe offering, then the Company shall be required to include in the offering only that number of shares such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of Registrable Securities that the offering so long as all securities of all other shareholders (including without limitation holders of registration rights) but the Holders are excluded first. If any Holder disapproves of the terms of any such underwriting, it may be included in the underwriting shall be allocated first, elect to withdraw therefrom by written notice to the Company and the Person underwriter delivered at lease seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities or Persons requesting other securities excluded or withdrawn from such registration (if other than the Company) underwriting shall be entitled withdrawn from such registration. The Holders shall have no right to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders selection of the Registrable Securitiesunderwriters for an offering pursuant to Section 6.3. (c) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 6.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock or other securities under the Securities Act for its own account or in connection with the account public offering of any of its stockholders with registration rights such securities (other than in connection with a registration effected relating solely to implement an employee benefit plan the sale of securities to participants in a Company stock plan, a registration relating to corporate reorganization or arrangement or other transaction under Rule 145 of the Act, a business combination transaction or registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act sale of the Registrable Securities, or any comparable successor form a registration in which the only Common Stock being registered is applicableCommon Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 2.5, the Company shall, subject to the provisions of this Section 1.31.2(c), use all reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 1.5 hereof. (c) If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a)(i), and the right of any Holder to include its Registrable Securities in such registration in accordance with this Section 1.2(a) shall be conditioned upon the terms and conditions provided herein. All Holders that propose to distribute their Registrable Securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.2 to the contrary (except for the last sentence of this paragraph), if the underwriter or the Company determines that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2, the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders in proportion, as nearly as practicable, to the respective numbers of the Registrable Securities owned by the Investors at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriter), the Company shall offer to any Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportions used above in determining the underwriter’s limitation.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than the Holders) or other securities under the Securities 1933 Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)public offering of such securities, the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account registration. On the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.4(c), cause to be registered under the Securities 1933 Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.4 to include any of the Holders’ requesting Holder's securities in such underwriting underwriting, unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any other provision of this Section 1.3securities, if the underwriter advises the Company that marketing factors require a reduction in the number of shares including Registrable Securities, requested to be underwrittenincluded in such offering by the Company, the Holders and other security holders to whom registration rights have been granted exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of shares securities (including Registrable Securities) that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities requested to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that may the amount of Registrable Securities requested by the Holders to be included in the underwriting such offering pursuant to this Section 1.4 and all other securities requested by other holders to be included in such offering pursuant to other "piggyback" registration rights shall be allocated first, reduced first (the Registrable Securities and other securities so reduced to be apportioned pro rata among the selling Holders and other holders according to the total amount of Registrable Securities and other securities requested to be included therein by each selling Holder and other holder) before any reduction of any (i) securities requested to be included in such offering by any holders exercising "demand" registration rights or (ii) any securities sold by the Company to be included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the Person partners, retired partners and stockholders of such Holder, or Persons requesting the estates and family members of any such registration (if other than partners and retired partners and any trusts for the Company) benefit of any of the foregoing persons shall be entitled deemed to participate in accordance be a single "selling Holder", and any pro rata reduction with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right respect to include such securities in such registration (including the Holders of the Registrable Securities) "selling Holder" shall be entitled to participate pro rata based on the number aggregate amount of shares Registrable Securities requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities included in such registration. The registration expenses of offering by all such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with (i) a registration effected relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to implement an employee benefit plan the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or arrangement or transaction under Rule 145 of the Act, a business combination transaction or registration on any other similar transaction for which form that does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act sale of the Registrable Securities, or any comparable successor form a registration in which the only Class A Common Stock being registered is applicableClass A Common Stock issuable upon conversion of debt securities that are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen (15) 20 days after the giving mailing of such notice by the CompanyCompany in accordance with Section 5.7, the Company shall, subject to the provisions of this Section 1.31.3(b), use commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. Registrations effected pursuant to this Section 1.3 shall not be counted as demands for registration pursuant to Section 1.2. (b) In connection with any offering involving If the registration statement under which the Company gives notice under this Section 1.3 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be required under included in a registration pursuant to this Section 1.3 to include any of the Holders’ securities shall be conditioned upon such Holder’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the Company and extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.3the Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate on a pro rata basis based on the total number of shares requested Registrable Securities held by the Holders; and finally, to any stockholder of the Company (other than a Holder) on a pro rata basis. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering; (ii) the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such Holdersregistration; or (iii) notwithstanding clause (ii) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses and shall promptly notify any Holder that has elected to include shares in such registration of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereoftermination or withdrawal.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock or other securities under the Securities Act Act, whether for its own account or for the account of any of its stockholders with registration rights another stockholder (other than in connection with a registration effected relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan for employees, consultants or arrangement or a business combination transaction or any other similar transaction for which directors on Form S-8, a registration statement on Form S-4 relating to a corporate reorganization or other transaction under the Securities Act or any comparable successor form is applicable)Rule 145, the Company will shall, at such time, promptly give Investor written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder Investor given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 9(f), the Company shall, subject to the provisions of this Section 1.34, use commercially reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder Investor has requested to be registered. (a) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 4 to include any of the Holders’ Investor’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by stockholders of the Company to be included in such offering exceeds the amount of securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction the underwriters determine in their sole discretion is compatible with the number success of shares to be underwrittenthe offering, then the Company shall be required to include in the offering only that number of shares such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of Registrable Securities that may be the offering (the securities so included in the underwriting shall to be allocated first, to the Company, and second, pro rata among the selling stockholders of the Company according to the total amount of securities held by such selling stockholders entitled to be included therein pursuant to registration rights held by such selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a partnership or corporation, the partners, retired partners and stockholders of such selling stockholder, or the Person or Persons requesting estates and family members of any such registration (if other than partners and retired partners and any trusts for the Company) benefit of any of the foregoing persons shall be entitled deemed to participate in accordance be a single “selling stockholder,” and any pro rata reduction with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right respect to include such securities in such registration (including the Holders of the Registrable Securities) “selling stockholder” shall be entitled to participate pro rata based on upon the number aggregate amount of shares requested to be sold Registrable Securities owned by all such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement or the sale of securities to participants in a business combination transaction or Company stock plan, a registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the sale of the Registrable Securities Act or any comparable successor form a registration in which the only Common Stock being registered is applicableCommon Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 2.5, the Company shall, subject to the provisions of this Section 1.3, shall cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of Notwithstanding any other provision of this Section 1.31.2, if the managing underwriter of an underwritten distribution advises in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that marketing factors require a reduction in the number of shares to be underwritten, then its good faith judgment the number of shares of Registrable Securities that may and the other securities requested to be registered under this Section 1.2 exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the underwriting offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be issued by the Company, which shall have priority over the Registrable Securities), and (ii) such reduced number of shares shall be allocated firstamong all participating Holders of Registrable Securities and holders of other securities in proportion, as nearly as practicable, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the respective number of shares requested of Registrable Securities and other securities held by such Holders at the time of filing the registration statement; provided, however, that a minimum of thirty percent (30%) of the shares to be sold by such Holders. The Company underwritten shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior be allocated, on a pro rata basis, to the effectiveness Holders requesting inclusion in such offering (the "selling stockholders"). For purposes of clause (ii) above concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the affiliates (as defined in the rules and regulations promulgated under the Act), partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration whether or not any Holder has elected to include securities rights owned by all entities and individuals included in such registration. The registration expenses of such withdrawn registration shall be borne by the Company "selling stockholder", as defined in accordance with Section 1.8 hereofthis sentence.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act (whether for its own account or the account of otherwise) any of its stockholders stock or other securities under the Act in connection with registration rights the public offering of such securities (other than in connection with (i) a registration effected relating solely to implement an employee benefit plan the sale of securities to participants in a Company stock plan, (ii) a registration relating to a corporate reorganization or arrangement other transaction on Form S-4 or under Rule 145 of the Act, (iii) a business combination transaction or registration on any other similar transaction for which form that does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act sale of the Registrable Securities, (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or any comparable successor form is applicable(v) a registration pursuant to Section 2.1), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 6.6, the Company shall, subject to the provisions of this Section 1.32.2(c), use all reasonable efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Preferred Holders’ securities Registrable Securities or the ARIAD Holder’s Registrable Securities or any of the Common Holder’s Common Stock in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their reasonable discretion will not jeopardize the success of the offering; provided, however, that no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the offering below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering and such registration does not include shares of any other provision selling stockholders, in which event any or all of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that of the Holders may be excluded in accordance with the immediately preceding clause. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded, including all of the Common Stock owned by the Common Holders proposed to be included in the underwriting shall be allocated first, to registration. In the Company and event that the Person or Persons requesting such registration (if other underwriters determine that less than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) Securities or Common Stock requested to be registered can be included in such offering, then the Registrable Securities and shares of Common Stock that are included in such offering shall be entitled to participate apportioned pro rata among the Selling Preferred Holders and the ARIAD Holder based on the number of shares requested Registrable Securities held by all Selling Preferred Holders and the ARIAD Holder or in such other proportions as shall mutually be agreed to by all such Parties. For purposes of apportionment, for any selling stockholder which is a Preferred Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Preferred Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be sold a single “Selling Preferred Holder”, and any pro-rata reduction with respect to such “Selling Preferred Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities all entities and individuals included in such registration. The registration expenses of such withdrawn registration shall be borne by the Company “Selling Preferred Holder,” as defined in accordance with Section 1.8 hereofthis sentence.

Company Registration. (a) If (but without any obligation to do so) the The Company proposes to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the shall notify all Holders of Registrable Securities in writing at least twenty fifteen (2015) days prior to the filing of such a Registration Statement (including, but not limited to, a Registration Statement relating to secondary offerings of securities of the Company, but excluding (x) registration statementstatements relating solely to employee benefit plans or debt securities, or (y) registration statements solely with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or (z) a registration on any registration form that does not permit secondary sales), and such lesser time that is reasonable taking into account notice shall describe the Company’s contractual obligation proposed registration and distribution. (b) Each Holder desiring to file include in any such registration statement. Upon Registration Statement all or any part of the written request of each Holder given Registrable Securities held by it shall, within fifteen (15) days after the giving of such above-described notice by from the Company, so notify the Company in writing. The Company shall, subject to Section 1.7, afford each such Holder an opportunity to include in such Registration Statement all or part of such Registrable Securities held by such Holder. (c) If the provisions of this Section 1.3, cause Registration Statement is to be registered under filed in connection with an underwritten offering, all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Securities Act in underwriter or underwriters selected for such registration statement all underwriting. The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required included in a registration statement under this Section 1.3 to include be included on the same terms and conditions as any similar securities of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of or any other provision security holder included therein and to permit the sale or other disposition of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative prioritiesintended method of distribution thereof. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.3 by giving written notice to the Company of its request to withdraw prior to the filing of the Registration Statement. (e) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, if any, as such Holder shall exist among them; and then second, all other holders of securities having nevertheless continue to have the right to include such securities any Registrable Securities in such registration (including any subsequent Registration Statement or Registration Statements as may be filed by the Holders Company with respect to offerings of its securities, all upon the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holdersterms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne . (f) In connection with any public offering by the Company of its Common Stock, pursuant to which the Stockholder is entitled to registration rights under this Section 1.3, the Stockholder (including any permitted transferee) if requested in accordance good faith by the Company and the managing underwriter of the Company’s securities, shall agree not to, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any securities of the Company held by them (except for any securities sold pursuant to such registration statement) or enter into any hedging transaction relating to any securities of the Company for a period not to exceed 180 days following the effective date of the applicable registration statement as agreed to by such parties; provided, that the Stockholder’s obligations under this paragraph (f) shall be conditioned upon all officers, directors entering into similar agreements with the Company and such managing underwriter. For purposes of this Section 1.8 hereof1.3, “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock under the Securities Act in connection with the public offering of such securities solely for its own account cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan approved by the Board of Directors of the Company or a transaction covered by Rule 145 under the account Securities Act approved by the Board of Directors of the Company, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder and all other holders of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of its stockholders preferred stock of the Company) with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give "Other Shares") written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder of Registrable Securities or holder of Other Shares given within fifteen (15) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 3.3, the Company shall, subject to the provisions of this Section 1.31.8, use its best efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall . If a Holder decides not be required under this Section 1.3 to include any or all of the Holders’ securities its Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering any registration statement filed by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares such Holder shall nevertheless continue to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having have the right to include such securities any Registrable Securities in such any subsequent registration (including the Holders of the Registrable Securities) shall statement or statements as may be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne filed by the Company in accordance with Section 1.8 hereofrespect to offerings of its securities, all upon the terms and conditions set forth herein.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock Common Stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with the public offering of such securities solely for cash other than: (i) a registration effected on Form S-8 relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan or arrangement or a business combination transaction other compensatory arrangements to the extent includable on Form S-8 (or any other similar transaction for which successor form); (ii) a registration statement on Form S-4 under the Securities Act (or any comparable successor form is applicableform), or (iii) an initial Qualified Public Offering (as defined in the Second Amended and Restated Stockholders' Agreement, dated November 14, 2000) consummated on or prior to October 7, 2002, the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.32(b), use its best efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. In the event the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first to the Company, (ii) second, to the Holders of Registrable Investor Securities that have elected to participate in such offering, pro rata according to the number of Registrable Investor Securities held by each such Holder; (iii) third, to the Holders of Registrable Founder Securities that have elected to participate in such offering, pro rata according to the number of Registrable Founder Securities held by each such Holder; and (iv) thereafter, to the extent additional securities may be included in such offering, to the holders of any equity securities of the Company received upon exercise of warrants, including but not limited to Holders of Warrant Registrable Securities, that have elected to participate in such underwritten offering pro rata according to the number of equity securities held by such holders; provided, however, that in no event shall the number of Registrable Investor Securities to be registered be less than 25% of the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 2 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. (b) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it; provided, however, that the Holder shall not be required to make any representations or warranties or provide indemnification except as relates to the Holder's ownership of shares and authority to enter into the underwriting agreement and to the Holder's intended method of distribution, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success liability of the Holder shall be limited to an amount equal to the net proceeds from the offering received by the Company. Regardless of Holder. (c) The Company shall bear and pay all expenses incurred in connection with any other provision of this Section 1.3registration, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares filing or qualification of Registrable Securities that may be included in with respect to the underwriting shall be allocated firstregistrations pursuant to this Section 2 for each Holder, to including, without limitation, all registration, filing, and qualification fees, printers and accounting fees relating or allocable thereto and the fees and disbursements of one counsel for the Company and the Person or Persons requesting such registration (if other than selling Holders selected by the selling Holders and reasonably acceptable to the Company) shall be entitled , but excluding underwriting discounts and commissions relating to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne Securities offered by the Company in accordance with Section 1.8 hereofselling Holders.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock (including a registration effected by the Company for stockholders other than the Holders) or other securities under the Securities 1933 Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)public offering of such securities, the Company will shall, at such time, promptly give written each Holder notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account registration. On the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen thirty (1530) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.4(c), cause to be registered under the Securities 1933 Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.4 to include any of the Holders’ requesting Holder's securities in such underwriting underwriting, unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless If the total amount of any securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of Registrable Securities sold other provision of this Section 1.3, if the underwriter advises than by the Company that marketing factors require a reduction the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of shares such Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be underwrittenapportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, then that in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below twenty-five percent of the total amount of securities included in such offering; provided further, that the number of shares of Registrable Securities that may requested by the Holders to be included in such offering shall not be reduced unless all other securities, other than securities registered by the underwriting Company, are first entirely excluded from such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be allocated firstdeemed to be a single "selling Holder", and any pro rata reduction with respect to the Company and the Person or Persons requesting such registration (if other than the Company) "selling Holder" shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number aggregate amount of shares requested to be sold Registrable Securities owned by all such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its capital stock Primary Shares under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit the sale of securities to participants in a Company stock plan or arrangement a corporate reorganization or a business combination other transaction covered by Rule 145 under the Securities Act, or any other similar transaction for registration on any form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the sale of the Registrable Securities Act or any comparable successor form is applicableheld by the Holders), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen (15) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1.31.8, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with ; PROVIDED, HOWEVER, that if any managing underwriter for the public offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in contemplated by such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter registration advises the Company that marketing factors require a reduction in writing that, in such firm's good faith opinion, the number inclusion of shares all Registrable Securities and Primary Shares or Other Shares proposed to be underwrittenincluded in such registration would adversely affect the offering and sale (including pricing) of all such securities, then the number of shares of Registrable Securities that may Securities, Primary Shares and Other Shares proposed to be included in such registration shall be included in the underwriting shall be allocated firstfollowing order: (i) FIRST, to the Company and the Person or Persons requesting such registration Primary Shares; (if other than the Companyii) shall be entitled to participate in accordance with the relative prioritiesSECOND, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata Securities held by the Investors requesting registration, PRO RATA based on upon the number of shares requested to be sold Registrable Securities owned by each such Holders. The Company shall have Investor at the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness time of such registration whether or not registration; and (iii) THIRD, any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofOther Shares.

Company Registration. (a) a. If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (securities, other than in connection with its initial public offering, or a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination transaction registration relating to a corporate reorganization or any other similar transaction for which transactions under Rule 145, or a registration statement on Form S-4 under the Securities Act or any comparable successor registration form is applicable)that does not permit secondary sales, the Company will will: (1) promptly give to each Holder written notice thereof thereof; and (2) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 3(b) below, and in any underwriting involved therein, all the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the specified in a written request of each or requests, made by any Holder given and received by the Company within fifteen ten (1510) days after the giving of such written notice from the Company described in clause (1) above is mailed or delivered by the Company, . Such written request may specify all or a part of a Holder's Registrable Securities. b. If the registration of which the Company shall, subject to the provisions of this Section 1.3, cause to be gives notice is for a registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so advise the Holders as a part of the written notice given pursuant to Section 3(a)(1). In such event, the right of any Holder to registration pursuant to this Section 1.3 to include any of the Holders’ securities 3 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of such Holder's Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of . (1) Notwithstanding any other provision of this Section 1.33, if the underwriter representative of the underwriters advises the Company in writing that marketing factors require a reduction in limitation on the number of shares to be underwritten, then the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 11. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (2) If shares are so withdrawn from the registration or if the number of shares of Registrable Securities that may to be included in the underwriting shall be allocated firstsuch registration was previously reduced as a result of marketing factors, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled then offer to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having persons who have retained the right to include such securities in such the registration (including the Holders of right to include additional securities in the Registrable Securities) shall be entitled registration in an aggregate amount equal to participate pro rata based on the number of shares requested so withdrawn, with such shares to be sold by such Holders. The Company shall have allocated among the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company persons requesting additional inclusion in accordance with Section 1.8 11 hereof.

Company Registration. The Holder shall have certain "Piggy-back" registration rights with respect the Registrable Securities as hereinafter provided: (a) If (but without At any obligation to do so) time or times the Company proposes determines to register any of its capital stock file with the Securities and Exchange Commission ("SEC"') a registration statement under the Securities Act for its own account or the account of registering any shares of its stockholders with registration rights common stock $.02 par value (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable"Common Stock"), the Company will promptly shall give written notice thereof to the Holders of Registrable Securities at least twenty (20) days Holder prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within filing. (b) Within fifteen (15) days after the giving of such notice by from the Company, the Holder shall give written notice to the Company shallwhether or not the Holder desires to have all of the Holder's Registrable Securities included in the registration statement. If the Holder fails to give such notice within such period, the Holder shall not have the right to have its Registrable Securities registered pursuant to such registration statement. If the Holder gives such notice, then the Company shall include the Holder's Registrable Securities in the registration statement, at the Company's sole cost and expense, subject to the provisions remaining terms of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered2. (bc) In connection with any offering involving If the registration statement relates to an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters underwriter shall determine in their sole discretion will not jeopardize writing that the success total number of Shares to be included in the offering by offering, including the Company. Regardless of any other provision of this Section 1.3Registrable Securities, if shall exceed the amount which the underwriter advises the Company that marketing factors require a reduction in the number of shares deems to be underwrittenappropriate for the offering, then the number of shares of the Registrable Securities that may shall be reduced in the same proportion as the remainder of the shares in the offering and the Holder's Registrable Securities included in such registration statement will be reduced proportionately. For this purpose, if other securities in the registration statement are derivative securities, their underlying shares shall be included in the underwriting computation. The Holder shall enter into such agreements as may be allocated first, reasonably required by the underwriters and the Holder shall pay to the underwriters commissions relating to the sale of the Holder's Registrable Securities. (d) The Holder of this Warrant shall have two (2) opportunities to have the Registrable Securities registered under this Section 2. (e) The Holder shall furnish in writing to the Company and such information as the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any reasonably require in connection with a registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofstatement.

Company Registration. (a) 3.1 If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act securities, either for its own account or the account of any of its stockholders with a security holder or holders exercising their respective registration rights rights, other than: (other than in connection with i) a registration effected relating solely to implement an employee benefit plan plans on Form S-8 (or arrangement similar successor form); or a business combination transaction or any other similar transaction for which (ii) a registration statement on Form S-4 under the Securities Act (or any comparable similar successor form is applicable)form) relating solely to a Commission Rule 145 transaction, the Company will will: (a) promptly give Investors written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered.thereof; and (b) In connection with use its reasonable best efforts to include in such registration (and any offering involving an related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request to Company made within 15 business days after receipt of shares such written notice by Investors. 3.2 If the registration of securities pursuant to this Section 3 is underwritten, Company shall so advise Investors as a part of the Company’s capital stockwritten notice given under Section 3.1(a). In such event, the Company shall not be required under Investors' right to registration pursuant to this Section 1.3 to include any of the Holders’ securities 3 shall be conditioned upon Investors' participation in such underwriting unless they accept and the terms inclusion of Registrable Securities in the underwriting as agreed upon between shall be subject to the limitations provided herein. Company and (together with the underwriters participating Investors) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of Notwithstanding any other provision of this Section 1.33, if the managing underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then Company shall so advise the holders of securities who have requested to include their securities in such registration, and the number of shares of Registrable Securities that may to be included in the underwriting such registration shall be allocated reduced by such minimum number of shares as is necessary to comply with such limitation, as follows: (a) if the registration was initiated for the account of any security holder or holders other than Investors (the "Initiating Holders"), the number of shares reduced shall be (A) first, any shares sought to the be registered by Company and the Person or Persons requesting such registration for its own account, (B) second, if further reductions are required, any shares sought to be registered by holders of securities other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right Initiating Holders who have requested to include such their securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate registration, pro rata based on the number of shares requested to be sold included in such registration, and (C) third, if still further reductions are required, any securities sought to be registered by such the Initiating Holders. The Company shall have . (b) if the right to terminate or withdraw any registration was initiated by it under this Section 1.3 prior Company for its own account, the number of shares reduced shall be: (A) first, any shares sought to the effectiveness be registered by holders of such registration whether or not any Holder has elected securities who have requested to include their securities in such registration. The registration expenses , pro rata based on the number of shares requested to be included in such withdrawn registration shall registration; and (B) second, if further reductions are required, shares sought to be borne registered by the Company in accordance with Section 1.8 hereoffor its own account.

Company Registration. (ai) If (but without any obligation to do so) the Company proposes shall determine to register any of its capital stock under the Securities Act equity securities either for its own account or for the account of any of its stockholders with registration rights (an Other Stockholder, other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement plans, or a business combination registration relating solely to a Rule 145 transaction under the Securities Act, or a registration on any other similar transaction for registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicable)sale of Registrable Securities, the Company will will: (1) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (2) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests (subject to Section 3(a)(i) hereof), made by the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after receipt of the giving of such written notice by the Company, from the Company shalldescribed in clause (1) above, subject to the provisions of this except as set forth in Section 1.3, cause to be registered under the Securities Act in such registration statement 2(b)(iii) below. Such written request may specify all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any or a part of the Holders’ securities Registrable Securities. In the event any Holder requests inclusion in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of a registration pursuant to this Section 1.3, if the underwriter advises the Company that marketing factors require 2(b) in connection with a reduction in the number of shares to be underwritten, then the number of shares distribution of Registrable Securities that may be included in to its partners or members, the underwriting registration shall be allocated firstprovide for the resale by such partners or members, if requested by such Holder. (ii) For the avoidance of doubt, to the extent the Company registers any of its equity securities for the account of any Initiating Holder in connection with an underwritten offering pursuant to Section 2(a)(ii), the “cutback” provisions of Section 2(a)(ii) (and not the Person or Persons requesting such registration (if other than the Company“cutback” provisions of Section 2(b)(iii)) shall be entitled apply to participate in accordance with the relative priorities, if any, as shall exist among them; inclusion of Holders’ Registrable Securities and then second, all other holders any securities of securities having the right to include such securities any Other Stockholder in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofoffering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any shares of its capital stock Common Stock under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an the sale of securities to employees pursuant to stock option awards and/or to participants in a Company employee benefit plan or arrangement stock plan, or a business combination transaction registration on any form which does not include substantially the same information, other than information related to the selling stockholders or any other similar transaction for which their plan of distribution, as would be required to be included in a registration statement on Form S-4 under covering the Securities Act or any comparable successor form is applicablesale of the Registrable Securities), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the Company, the Company shall, subject to the provisions of this the immediately preceding sentence and Section 1.37(h) hereof, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be so registered. . Notwithstanding anything herein to the contrary, in the case of a registration required to be undertaken by the Company pursuant to the Preferred Rights (b) In connection with any offering involving an underwriting of shares of the Company’s capital stocka "Limited Piggyback Registration"), the Company shall not be required under this Section 1.3 to include any Registrable Securities in such Limited Piggyback Registration if either (i) the Preferred Holders (whose determination shall be made by Preferred Holders holding a majority of the Holders’ securities covered by such demand registration rights which are to be included in such underwriting unless they accept registration) or the terms managing underwriter (in the case of an underwritten offering) determine in good faith that the inclusion of any or all of the underwriting as agreed upon between Registrable Securities would be detrimental to the Company and offering of the underwriters selected by it, and then only Preferred Holders' securities or any securities to be sold in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by registration for the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in 's account or (ii) the number of shares Other Securities to be underwritten, then included in such registration would be reduced by the inclusion of the Registrable Securities in such registration. In the event the number of shares of Registrable Securities that may requested by Holders to be included in a registration is reduced by application of the immediately preceding sentence, the number of Registrable Securities to be included in the underwriting registration statement shall be allocated first, among the Holders who have provided the notice required by this Section 7(c) in proportion (as nearly as practicable) to the Company and the Person or Persons requesting such registration (if other than the Company) shall number of Registrable Securities requested to be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities included in such registration (including by such Holder and which would be eligible for inclusion in such registration but for the Holders application of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereofimmediately preceding sentence.

Company Registration. (a) If (but without If, at any obligation time or from time to do so) time, the Company proposes shall determine to register any of its capital stock under the Securities Act securities, either for its own account or the account of any of its stockholders with a securityholder or holders exercising their respective demand registration rights (rights, other than in connection with a registration effected relating solely to implement an employee benefit plan plans on Form S-8 or arrangement similar forms which may be promulgated in the future or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under or similar forms which may be promulgated in the future relating solely to a Securities Act and Exchange Commission Rule 145 or any comparable successor form is applicable), similar transaction the Company will (i) promptly give to each Holder written notice thereof to the Holders of and (ii) include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the Holders as specified in a written request of each Holder given or requests made within fifteen (15) days after the giving receipt of such written notice by from the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under so indicate in the notice given pursuant to Section 1.6(a). In such event the right of any Holder to registration pursuant to this Section 1.3 1.6 shall be conditioned upon such Holder's agreeing to include any of the Holders’ securities participate in such underwriting unless they accept and to the terms inclusion of such Holder's Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the CompanyCompany or by other holders exercising any demand registration rights. Regardless of Notwithstanding any other provision of this Section 1.31.6, if the underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities or other securities from such registration and underwriting (hereinafter an "UNDERWRITER CUTBACK"); provided, however, that if such underwriting relates to any registration statement other than a registration statement being filed with respect to the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public ("INITIAL PUBLIC OFFERING") in which no secondary shares are included, then (i) in no event shall the aggregate number of shares of Registrable Securities included in such underwriting be reduced below thirty (30%) of the total number of shares proposed to be included in such underwriting. In the event of an Underwriter Cutback, the Company shall so advise all Holders and the other holders distributing their securities through such underwriting, and the number of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated firstamong all holders thereof (other than those holders who are exercising their demand registration rights) on the basis that the holders who are not Holders shall be cut back before any cutback of Holders. If the limitation determined by the underwriter requires an Underwriter Cutback, such Underwriter Cutback shall be in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the Person underwriter. Any securities excluded or Persons requesting withdrawn from such registration (if other than the Company) underwriting shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in withdrawn from such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or the account of any of its stockholders with registration rights cash (other than in connection with a registration effected relating solely to implement an employee benefit plan or arrangement or the sale of securities to participants in a business combination transaction or Company stock plan, registration on any other similar transaction for form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 under covering the sale of the Registrable Securities Act or any comparable successor form a registration in which the only Common Stock being registered is applicableCommon Stock issuable upon conversion of debt securities which are also being registered), the Company will shall, at such time, promptly give each Holder written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statementregistration. Upon the written request of each Holder given within fifteen twenty (1520) days after the giving mailing of such notice by the CompanyCompany in accordance with Section 5.6, the Company shall, subject to the provisions of this Section 1.31.3(b), cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. Registrations effected pursuant to this Section 1.3 shall not be counted as demands for registration pursuant to Section 1.2. (b) In connection with any offering involving If the registration statement under which the Company gives notice under this Section 1.3 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be required under included in a registration pursuant to this Section 1.3 to include any of the Holders’ securities shall be conditioned upon such Holder’s participation in such underwriting unless they accept and the terms inclusion of such Holder’s Registrable Securities in the underwriting as agreed upon between to the Company and extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.3the Agreement, if the underwriter advises the Company determines in good faith that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the IPO and the Person or Persons requesting such registration (if does not include shares of any other than selling stockholders, in which event any or all of the Company) shall Registrable Securities of the Holders may be entitled to participate excluded in accordance with the relative prioritiesimmediately preceding sentence. For any Holder that is a partnership or corporation, if anythe partners, as retired partners and shareholders of such Holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall exist among them; be deemed to be a single “Holder,” and then second, any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all other holders of securities having the right to include such securities entities and individuals included in such registration “Holder,” as defined in this sentence. (including the Holders of the Registrable Securitiesc) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. The Company shall (ai) cause a shelf registration statement on Form S-3 (or other appropriate form) covering the resale of all of the Registrable Securities to be filed with the Commission within forty-five (45) days after the Closing Date, (ii) cause such registration statement to be declared effective by the Commission no later than six (6) months after the Closing Date and (iii) keep such registration statement continuously effective until the Investors no longer hold any Registrable Securities that may not be sold either pursuant to (x) Rule 144(k) or (y) in their entirety in a single transaction pursuant to Rule 144. The Company will include in such registration (and any related qualifications including compliance with blue sky laws), and in any underwriting involved therein, all Registrable Securities specified by any Investor in a written request or requests to the Company, made within ten days after the date of written notice of such registration from the Company to the Investors. If (but without any obligation to do so) the Company proposes to register any of its capital stock under the Securities Act shares of Common Stock (other than any registration for its own account or the account of the Company of securities issued pursuant to any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or in any other similar transaction for which a registration statement on Form S-4 under acquisition by the Securities Act or any comparable successor form is applicableCompany), the Company will promptly give written notice thereof to include in such registration all shares of Common Stock held by the Holders holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving so included; provided, however, that if, in the case of an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the managing underwriter advises informs the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may requested to be included in such offering by the underwriting Investors, together with all Registrable Securities (as defined in the Other Stockholder Agreements) requested to be included in such offering by the Other Investors pursuant to the Other Stockholder Agreements (collectively, the "REQUESTED INVESTOR SHARES") exceeds the amount which can be sold in such offering without adversely affecting the distribution of the shares being offered, the Company shall be allocated include, first, to all of the shares the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled has proposed to participate in accordance with the relative priorities, if anyregister; second, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders many of the Registrable Securities) shall be entitled to participate Requested Investor Shares, chosen pro rata based on the number of Requested Investor Shares, as can be included without adversely affecting such distribution; and, third, any other shares requested of Common Stock proposed to be sold by included in such Holdersoffering. The Company With respect to terms and conditions not provided for in this paragraph or in this Section 6, the "piggyback" rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall have the right not be applicable to terminate or withdraw (i) any registration initiated by it under this Section 1.3 prior statements filed in connection with the registration of warrants to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne purchase Common Stock issued by the Company on the date hereof, (ii) the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration statements filed in accordance connection with Section 1.8 hereofthe registration of Convertible Notes being offered by the Company as contemplated by the preliminary offering memorandum, dated September 20, 2005.

Company Registration. (a) If (but without If, at any obligation time or from time to do so) time, the Company proposes shall determine to register any of its capital stock under the Securities Act securities, either for its own account or the account of any of its stockholders with registration rights (a security holder or holders, other than in connection with (i) a registration effected relating solely to implement an employee benefit plan plans, or arrangement or a business combination transaction or any other similar transaction for which (ii) a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable)relating solely to a Commission Rule 145 transaction, the Company will will: (i) promptly give to each Holder written notice thereof to thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Holders of Registrable Securities at least specified in a written request or requests, made within twenty (20) days prior to the filing after receipt of such registration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by from the Company, the Company shall, subject to the provisions of this Section 1.3, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registeredby any Holder. (b) In connection with any If the registration of which the Company gives notice is for a registered public offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under this Section 1.3 to include any so advise the Holders as a part of the Holders’ securities written notice given pursuant to paragraph 1.2(a)(i). In such event the right of any Holder to registration pursuant to paragraph 1.2 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of Registrable Securities in the underwriting as agreed upon between to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the underwriters other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected by it, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. Regardless of Notwithstanding any other provision of this Section 1.3paragraph 1.2, if the managing underwriter advises the Company determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities or other securities to be included in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated firstamong all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities (possessing registration rights) held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the Person managing underwriter. Any securities excluded or Persons requesting withdrawn from such registration (if other than the Company) underwriting shall be entitled withdrawn from such registration, and shall not be transferred in a public distribution prior to participate in accordance with 90 days after the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders effective date of the Registrable Securitiesregistration statement relating thereto, or such other shorter period of time as the underwriters may require. (c) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 paragraph 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.