Common use of Company Registration Clause in Contracts

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 stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

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 (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock shares of Common Stock (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company), the Company will include in such registration all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the case of an underwritten offering, the managing underwriter informs the Company that the number of shares of Registrable Securities requested to be included in such offering by Investor, 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 include, first, all of the shares the Company has proposed to register; second, as many of the 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 securities under shares of Common Stock proposed to be included in such offering. With respect to terms and conditions not provided for in this paragraph or in this Section 6, the Act "piggyback" rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall not be applicable to (i) any registration statements filed in connection with the public offering registration of such securities (other than (i) a registration relating warrants to a demand pursuant to Section 1.2 or purchase Common Stock issued by the Company on the date hereof, (ii) a the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration relating solely to the sale of securities of participants statements filed in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by connection with 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 Convertible Notes being offered by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice as contemplated by the Company in accordance with Section 3.5preliminary offering memorandum, the Company shalldated September 20, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered2005.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its stock (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as which also would be required to be included in a permit registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In Upon the request of each Holder given within thirty (30) days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of Section 1.4(c), cause to be registered under the registration by means 1933 Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. 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 its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such 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 capital stock, the Company shall not be required under this Section 1.4 to include any requesting Holder’s participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting quantity as the underwriters determine 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 to be included 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 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 the amount of Registrable Securities requested by the Holders to be included in 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 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 (which underwriter 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 underwriters 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 reasonably acceptable deemed to those Initiating Holders holding be a majority single "selling Holder", and any pro rata reduction with respect to such "selling Holder" shall be based on the aggregate amount of the Registrable Securities held requested to be included in such offering by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company proposes (i) to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) its own account any of its common stock or other securities under the Act in connection with the an underwritten public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, plan or a registration relating to a corporate reorganization 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 of the Company other than the Holders (“Other Selling Stockholders”) other than in connection with a Company Offering or a registration on any form that does not include substantially the same information as would be required relating solely to be included in a registration statement covering the sale of the Registrable Securities, securities to participants in a Company stock plan or a registration in which relating to a corporate reorganization, merger or other transaction under Rule 145 of the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredAct (a “Secondary Offering”), the Company shall, at such time, promptly give each Holder written notice of such registration. In such eventCompany Offering or Secondary Offering, 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 held by all Initiating Holders)as applicable. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.3(c)1.2(b) and other restrictions set forth herein, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered.. Notwithstanding the foregoing, the Company shall have no obligation to notify the Holders, cause to be registered any Registrable Securities, or undertake any other obligation in connection with this Agreement in connection with (i) any proposed Company Offering in which the proposed maximum offering price to the public exceeds [80% of Purchase Price] (as adjusted for stock splits, combinations, dividends and the 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 Enzon, Inc.

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 HoldersHolder) any of its stock or other securities the Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in (a) employee benefit plans on Form S-8 (or any successor form), (b) a Company stock plan, a registration relating to a corporate reorganization or transaction under covered by Rule 145 of under the Securities Act, a registration on any form that 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, or (c) a registration in which the only Common Stock stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered, (d) a registration on Form S-4 (or any successor form), or (e) a rights offering, the Company shall, at such timenot less than twenty (20) days prior to the proposed date of filing of a registration statement under the Securities Act, promptly give each Holder provide written notice to the Holder 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 held by all Initiating Holders). Upon the written request of each the Holder given within twenty (20) five business days after mailing receipt of such notice by from the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.6, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such the Holder requests has requested to be registered; provided, however, Holder shall not be entitled to register less than 100,000 shares of common stock (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. 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 XXXXX 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 an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Subject to Section 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 Registrable Securities is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration 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 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, in each case not later than the effective date of such registration. Advise the Holder, promptly after the Company receives notice or obtains knowledge, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or 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 of any request by the SEC for the amending or supplementing of such 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 have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the 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 any of its stock (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In On the request of each Holder given within thirty days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of section 2.2(c), cause to be registered under the registration by means Securities Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. 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 shall have elected to include its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such borne by the Company in accordance with 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 participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting 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 (which underwriter or 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 reasonably acceptable required to those Initiating Holders holding a majority 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 held 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 Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

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 (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering shares of such securities Common Stock (other than (i) a any registration relating to a demand for the account of the Company of securities issued pursuant to Section 1.2 any employee benefit plan or (ii) a in any acquisition by the Company), the Company will include in such registration relating solely all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the sale case of securities an underwritten offering, the managing underwriter informs the Company that the number of participants shares held by the holders of Registrable Securities requested to be included exceeds the amount which can be sold in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 such offering without adversely affecting the distribution of the Actshares being offered, a registration on the Company shall include, first, all of the shares the Company has proposed to register; second, as many of the Registrable Securities as can be included without adversely affecting such distribution; and, third, any form that does not include substantially the same information as would be required other shares of Common Stock proposed to be included in a registration statement covering the sale of the Registrable Securities, such offering. With respect to terms and conditions not provided for in this paragraph or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)this Section 6, the Company shall, at such time, promptly give each Holder written notice 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 "piggyback" rights provided for 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause this paragraph are intended to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredon customary terms.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale Company except that the Company may include greater than 65% of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends shares to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities be included 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 hereinthe 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. All Holders proposing Such limitation will be imposed pro rata with respect to distribute their securities through such underwriting all Registrable Securities as to which inclusion has been requested pursuant to this Section 8.2. The Company shall enter into an underwriting agreement in customary form with bear all of the underwriter expense of all registrations pursuant to this Section 8.2, except for the pro rata portion of brokerage or underwriters selected for such underwriting by discounts or commissions relating to the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority shares sold on behalf of the Registrable Securities held Holders or Other Holders and the fees and expenses of any one special counsel retained by all Initiating such Holders or Other Holders). Upon It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the written request number of each Holder given within twenty shares allowed to participate in any public offering of the Company’s stock which are not being sold for the Company’s account (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c65% limitation referred to above), use all commercially reasonable efforts to cause to be registered under or (b) shall require the Act all holders of the Registrable Securities that each such Holder requests Company’s stock, other than the Company, to be registeredagree 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 stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock planplan approved by the Board of Directors of the Company or a transaction covered by Rule 145 under the Securities Act approved by the Board of Directors of the Company, a registration relating to a corporate reorganization in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or transaction under Rule 145 of the Act, a any registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), 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 preferred stock of the Company) with registration rights ("Other Shares") written notice 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 held by all Initiating Holders). Upon the written request of each Holder of Registrable Securities or holder of Other Shares given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.53.3, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. If a Holder decides not to include any or all of its Registrable Securities in any registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Company Registration. (ai) If If, at any time (but without any obligation to do so) ), the Company proposes to register any of its Common Stock, Rights or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (including 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, then each such time the Company shall, at least 20 business days prior to the time when any such registration statement is filed with the SEC, give prompt written notice to the Holders of its intention to do so. Such notice shall specify, at 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 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 proposed to appear on the facing page of such registration statement. Upon the written direction of any Holder or Holders, given within 15 business days following the 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 intended method of distribution thereof), the Company shall include in such registration statement any or all of the Registrable Securities 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 so directed the Company to be so registered. Notwithstanding the foregoing, the Holders shall not have any right under this purpose a Section 2(b)(i) if the registration proposed to be effected by the Company for stockholders (A) is initiated at the request of a person other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating 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 participants in a Company stock planCommon Stock, a registration relating to a corporate reorganization Rights or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt other equity securities that are also being registered), issuable (1) solely to officers or employees of the Company shallor any subsidiary thereof pursuant to a bona fide employee stock option, at such timebonus or other employee benefit plan or (2) as direct consideration in connection with a merger, promptly give each Holder written notice exchange offer or acquisition 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredbusiness.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration) (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered“Piggyback Registration”), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice is given by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)Subsection 2.3, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registeredincluded in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 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 after the 180th day following the Effective Date through the tenth anniversary of such Effective Date, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Act in connection with Securities Act, for its own account or for the account of any holder of its securities other than Registrable Shares, on a form that would permit registration of Registrable Shares for sale to the public offering under the Securities Act, then prior to such filing the Company will give written notice to all Holders of its intention to do so, and upon the written request of a Holder or Holders given within 20 days after the Company provides such notice (which request will state the intended method of disposition of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredShares), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if will use commercially reasonable efforts to cause all Registrable Shares that the Company intends has been requested to distribute register to be registered under 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) Act to the extent provided herein. All Holders proposing necessary to distribute permit their securities through such underwriting shall enter into an underwriting agreement sale or other disposition in customary form accordance with the underwriter intended methods of distribution specified in the request of such Holder(s); provided that, the Company will have the right to postpone or underwriters selected for such underwriting withdraw any registration initiated by the Company (pursuant to this Section 3.1 without obligation to any Holder. In the case of any registration in which underwriter or underwriters shall no shares issued by the Company are to be reasonably acceptable to those Initiating included, the Holders holding of a majority of the Registrable Securities held Shares requested to be included in such registration pursuant to this Section 3.1 may withdraw such request at any time prior to the execution of an underwriting agreement with respect thereto by all Initiating Holders). Upon giving written notice to the written request of each Holder given within twenty (20) days after mailing Company of such notice request to withdraw. In the case of any registration in which shares issued by the Company in accordance with Section 3.5are to be included, the Company shall, subject to the provisions Holders of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all a majority of the Registrable Securities that each such Holder requests Shares requested to be registeredincluded in such registration pursuant to this Section 3.1 may withdraw such request at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such request to withdraw provided that (a) there has been a material decrease in the trading price of the Company’s Common Stock since the date notice of the registration was given to such Holders pursuant to this Section 3.1 and (b) such withdrawal is approved by the Holders of a majority of the total number of Apax Registrable Shares outstanding as of such date.

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 (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock shares of Common Stock (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company), the Company will include in such registration all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the case of an underwritten offering, the managing underwriter informs the Company that the number of shares of Registrable Securities requested to be included in such offering by the 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 include, first, all of the shares the Company has proposed to register; second, as many of the 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 securities under shares of Common Stock proposed to be included in such offering. With respect to terms and conditions not provided for in this paragraph or in this Section 6, the Act "piggyback" rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall not be applicable to (i) any registration statements filed in connection with the public offering registration of such securities (other than (i) a registration relating warrants to a demand pursuant to Section 1.2 or purchase Common Stock issued by the Company on the date hereof, (ii) a the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration relating solely to the sale of securities of participants statements filed in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by connection with 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 Convertible Notes being offered by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice as contemplated by the Company in accordance with Section 3.5preliminary offering memorandum, the Company shalldated September 20, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered2005.

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 shareholders other than the Holders) any of its stock or other securities Common Stock under the Act in connection with the public offering of such securities (solely for cash other than than: (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration on Form S-8 relating solely to the sale of securities of to participants in a Company stock plan, a registration relating plan or other compensatory arrangements to a corporate reorganization the extent includable on Form S-8 (or transaction under Rule 145 of the Act, any successor form); (ii) a registration on Form S-4 (or any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiessuccessor form), or a registration (iii) an initial Qualified Public Offering (as defined in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Second Amended and Restated Stockholders' Agreement, dated November 14, 2000) consummated on or prior to October 7, 2002, the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c2(b), use all commercially reasonable its best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests 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.

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 stock or other securities under the Act Company, in connection with the public offering next registration of such securities shares of Common Stock under the Securities Act to occur following the Closing Date (other than (i) as defined in the Purchase Agreement), shall determine to register any of its securities, either for its own account or the account of a registration relating to a demand pursuant to Section 1.2 security holder or (ii) a registration relating solely to the sale of securities of participants in a Company stock planholders, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)to the general public pursuant to an underwritten public offering, the Company shallwill: (i) give to each Holder written notice thereof at least forty-five 45 days before filing; provided, at such timehowever, promptly in the case of a Registration Statement on Form S-3, the Company shall be required to give each Holder written notice of the proposed filing thereof promptly after a decision to make such registrationfiling has been made and in no event less than ten (10) business days prior to filing; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws) and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within fifteen (15) days after receipt of such written notice from the Company, or, in the case of a Registration Statement on Form S-3, within seven (7) business days after receipt of such written notice, by any Holder or Holders, except as set forth in Section 3(b) below. The term "the next registration of shares of Common Stock under the Securities Act to occur following the Closing Date" as used in the previous sentence shall not include any registration of Common Stock covered by the registration statement on Form S-2 filed by the Company with the SEC on April 14, 2000 (though filed, such registration is not yet effective), registrations on Forms X-0, X-0 or any registration form which does not permit secondary sales, or relating to employee stock option plans, dividend reinvestment plans or Rule 145 transactions. In such eventaddition, if the registration rights provided in this subparagraph 3(a) shall be subordinated to the registration rights of the holders of the Company's Series A Preferred Stock and Series B Preferred Stock and to the registration rights of Intel Corporation, The notice referred to in this subparagraph 3(a) shall include a list of the jurisdictions in which the Company intends to distribute the attempt to qualify such 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredapplicable blue sky or other state securities laws.

Company Registration. Effective from the expiration of the Lock-Up Term until the earlier of (a) If the tenth (but without 10th) anniversary of such expiration and (b) the date on which the Holders no longer beneficially own at least five percent (5%) of the Shares of Then Outstanding Common Stock, (provided, however, if the Holders reacquire beneficial ownership representing at least 5% of the Shares of Then Outstanding Common Stock at any obligation time within ten (10) year period set forth in clause (a) of this Section 2.2, the provisions of this Section 2.2 shall automatically again become applicable to do sothe Holders) the Company proposes shall notify the Holders in writing at least ten (10) days prior to register the filing of any Registration Statement including shares of Common Stock by one or more selling stockholders (including for this purpose a registration effected by the Company for stockholders other than the Holders) (“Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such Registration Statement. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a Holder decides not to include Registrable Securities in any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 2, if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement and all other Persons selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Holder or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register for its own account or for the account of other shareholders (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 Qualified IPO or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesForm F-4, Form S-8 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredForm S-4), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the registration (a “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 held by all Initiating HoldersRegistration”). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c1.9 (Underwriting Requirements), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registeredregistered on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. If the total amount of securities, including Registrable Securities, to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion based upon marketing factors 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, and the Company shall so advise all Holders of Registrable Securities. In such case, the number of securities that may be included in the offering shall be reduced, first as to any securities requested to be included in such offering by Persons other than the Holders who wish to sell their Registrable Securities in such offering, second as to any selling Holders and third as to any securities to be offered for the account of the Company, but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering or (ii) any securities held by a Founder or any securities offered by a selling shareholder which are not Registrable Securities be included if any securities held by any selling Holder who is not a Founder are excluded. For purposes of the preceding sentence concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and shareholders of such holder, or the estates and family members of any such partners, members, retired members 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. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Company Registration. (a) If (but without If, at any obligation to do so) the Company time, SciQuest Holdings proposes to register register, pursuant to a Demand Registration or otherwise, any Company Securities under the Securities Act (including for this purpose other than a registration effected by the Company for stockholders other than the Holders) on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of SciQuest Holdings or any of its stock Subsidiaries, or other securities under the Act in connection with a direct or indirect acquisition by SciQuest Holdings or any of its Subsidiaries of another Person), whether or not for sale for its own account, it will, subject to the public offering provisions of such securities (other than (i) a Section 5.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to a demand pursuant such registration to each Holder, which notice will set forth such Holder’s rights under this Section 1.2 or (ii) a registration relating solely to 5.02 and will offer such Holder the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 opportunity to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and statement the inclusion number 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 same class 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 series held by all Initiating Holderssuch Holder as those proposed to be registered as each such Holder may request (a “Company Registration”). Upon the written request of each any such Holder given made within twenty (20) 15 days after mailing the receipt of the foregoing notice from SciQuest Holdings (which request will specify the number of Registrable Securities intended to be disposed of by such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(cHolder), SciQuest Holdings will use all commercially reasonable efforts to cause to be registered effect the registration under the Securities Act of all Registrable Securities that SciQuest Holdings has been so requested to register by all such Holders, to the extent requisite to permit the disposition of the Registrable Securities that each such Holder requests so to be registered, provided that (i) if such registration involves a Public Offering, all such Holders requesting to be included in SciQuest Holdings’ registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as applicable to SciQuest Holdings or such Holders, as the case may be, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such Company Registration, SciQuest Holdings determines for any reason not to register such securities, SciQuest Holdings will give written notice to all such Holders requesting to be included in such registration and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 will relieve SciQuest Holdings of its obligations to effect a Demand Registration to the extent required by Section 5.01.

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 equity securities (or other securities convertible into equity securities) under the 1933 Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration on Form S-8 relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization plan (or transaction under Rule 145 of the Act, other stock arrangement) or a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredForm S-4), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each any Holder given within twenty (20) 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially reasonable its best efforts to cause to be registered under the Act a registration statement covering all of the Registrable Securities that each such Holder requests has requested to be registeredregistered to become effective under the 1933 Act to the extent that such registration is permissible under the 1933 Act. If in the case of an underwritten registration requested pursuant to Section 1.3, the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and all the Registrable Securities held by the Common Stockholders sought to be included in the underwriting shall be excluded pro rata among all such Common Stockholders (according to the number of Registrable Securities then held by each such Common Stockholder) until the number of shares by which the underwriters intend to reduce the registration has been reached. To the extent that further limitation is required, all the Registrable Securities held by the Investor Holders sought to be included in the underwriting shall be excluded pro rata among all such Investor Holders (according to the number of Registrable Securities then held by each such Investor Holder) until the number of shares by which the underwriters intend to reduce the registration has been reached. For the sake of clarity, no Registrable Securities requested by any Investor Holder to be included in a registration pursuant to Section 1.3 shall be excluded from the underwriting unless all Registrable Securities held by the Common Stockholders have first been excluded. The Company shall be under no obligation to complete any offering of its securities it proposes to make and shall incur no liability to any Holder for its failure to do so.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale Company except that the Company may include greater than 65% of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends shares to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities be included 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 the aggregate of all such shares to distribute their be included therein, after allowing therein all securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting 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 (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority bear all of the Registrable Securities held expense of all registrations pursuant to this Section 8.2, except for the pro rata portion of brokerage or underwriters, discounts or commissions relating to the shares sold on behalf of the Holders or Other Holders and the fees and expenses of any one special counsel retained by all Initiating such Holders or Other Holders). Upon It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the written request number of each Holder given within twenty shares allowed to participate in any public offering of the Company’s stock which are not being sold for the Company’s account (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c65% limitation referred to above), use all commercially reasonable efforts to cause to be registered under or (b) shall require the Act all holders of the Registrable Securities that each such Holder requests Company’s stock, other than the Company, to be registeredagree 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 stockholders other than the Holdersshareholders) any of its stock or other securities under the Securities Act in connection with the a public offering of such securities (solely for cash other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration on Form S-8 relating solely to the sale of securities of to participants in a Company stock plan, a registration relating plan or to a corporate reorganization or transaction under Rule 145 of other compensatory arrangements to the Act, extent includable on Form S-8; (ii) a registration on any form that does not include substantially the same information as would be required Form S-4; or (iii) an initial Qualified Public Offering consummated on or prior to be included in a registration statement covering the sale of the Registrable SecuritiesMarch 31, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)2008, the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.520, the Company shall, subject to the provisions of Section 1.3(c)7, use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. In the event that 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; and (iii) thereafter, to the extent additional securities may be included in such offering, to the Holders of Registrable Founder Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Founder Securities held by each such Holder; provided, however, that in no event shall the number of Registrable Investor Securities to be registered in any public offering under this Section 3 (other than an IPO) be less than twenty-five percent (25%) of the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 3 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.

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term until the end of the Required Period, the Company proposes shall notify each Investor that holds Registrable Securities in writing at least ten (10) days prior to register (the filing of any Registration Statement related to an Underwritten Offering including for this purpose a registration effected shares of Common Stock by the Company for or one or more selling stockholders (other than the HoldersInvestors) (“Registration Notice”) and will afford each Investor an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Investor that such Investor wishes to include in such Registration Statement. Each Investor desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Investor shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Investor wishes to include in such Registration Statement. If an Investor decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Investor shall keep confidential and not disclose to any Third Party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) a registration relating solely any information regarding the proposed offering as to the sale which such notice is delivered, except as required by law, regulation or as compelled by subpoena. The right of securities of participants in a Company stock plan, a registration relating any such Investor to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included Registrable Securities in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends pursuant 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 this Section 9.2(b) shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’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 The Investors proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 9.2(b), if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Investors of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of Investors requesting inclusion of their Registrable Securities in such Registration Statement and all other stockholders selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Investor or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 9.2(b) prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Investor has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. Effective from the expiration of the Lock-Up Term until the earlier of (a) If the tenth (but without 10th) anniversary of such expiration and (b) the date on which the Holders no longer beneficially own at least one percent (1%) of the Shares of Then Outstanding Common Stock, (provided, however, if the Holders reacquire beneficial ownership representing at least one percent (1%) of the Shares of Then Outstanding Common Stock at any obligation time within ten (10) year period set forth in clause (a) of this Section 2.2, the provisions of this Section 2.2 shall automatically again become applicable to do sothe Holders) the Company proposes shall notify the Holders in writing at least ten (10) days prior to register the filing of any Registration Statement including shares of Common Stock by one or more selling stockholders (including for this purpose a registration effected by the Company for stockholders other than the Holders) (“Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such Registration Statement. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a Holder decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such Holder to include its Registrable Securities in such a registration statement pursuant to this Section 2.2 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 2, if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement and all other Persons selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Holder or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without At any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersStockholder) any shares of its stock or other securities Common Stock under the Securities Act for sale (other than registration of the Common Stock for issuance or sale (a) pursuant to Section 1.3 hereof or (b) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 employee or non-employee director compensation or benefit programs, (ii) a registration relating an exchange offer or an offering of securities solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization existing stockholders or transaction under Rule 145 employees of the ActCompany or (iii) an acquisition, a registration on any form that does not include substantially the same information as would be required to be included in merger or other business combination using a registration statement covering the sale of the Registrable Securities, on Form S-4 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredany successor or other appropriate form), the Company shall, at such time, promptly will give each Holder prompt written notice of such registration. In such (which, in any 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 given no less than 15 days prior to the filing of a registration statement with respect to 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 Holderoffering) to the extent provided herein. All Holders proposing Stockholder of its intention so 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 held by all Initiating Holders). Upon do and, upon the written request of each Holder given Stockholder sent within twenty (20) 15 days after mailing the effective date of any such notice by the Company in accordance with Section 3.5notice, the Company shallwill, subject to the provisions of Section 1.3(c)Sections 1.5 and 1.7 hereof, use all commercially reasonable efforts its Best Efforts to cause all Registrable Securities as to which Stockholder shall have so requested registration, to be registered under the Act Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities that each such Holder requests so registered on behalf of Stockholder in the same manner as the Company (or stockholder other than Stockholder, as the case may be) proposes to offer its shares of Common Stock. The Company shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Stockholder to be registeredincluded in the registration for such offering on the same terms and conditions as the shares of Common Stock of the Company included therein. Notwithstanding the forgoing, if the managing underwriter or underwriters of such offering deliver an opinion to the Company and the requesting Stockholder that the total number of shares of Common Stock which the requesting Stockholder or the Company, and any other Person, intend to include in such offering will in the good faith opinion of such managing underwriter or underwriters materially and adversely affect the success of such offering, then the number of shares of Common Stock to be offered for the account of the Stockholder shall be reduced pro rata based upon the number of shares of Common Stock proposed to be sold by the Stockholder and other Persons (excluding Company) to the extent necessary to reduce the total number of shares of Common Stock to be included in such offering to the number of shares recommended by such managing underwriter.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its stock (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In On the request of each Holder given within thirty days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of section 2.2(c), cause to be registered under the registration by means Securities Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. . 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 shall have elected to include its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such borne by the Company in accordance with 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 participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting 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 (which underwriter or 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 reasonably acceptable required to those Initiating Holders holding a majority 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 held 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 Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

Company Registration. (a) If (but without any obligation to do so) In the event that the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock under the Securities Act in connection with the a public offering of such securities on any form (other than (iForm S-4 or Form S-8) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to that would legally permit the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 inclusion of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale Common Stock of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Holder, the Company shall, at such time, promptly shall give each Holder written notice thereof as soon as practicable but in no event less than 20 days prior to such registration, and shall include in such registration all Common Stock requested by the Holder in writing to be included therein, subject to the limitations set forth herein. If in connection with such proposed registration the managing underwriter for such offering advises the Company that the Common Stock requested by the Holder to be included therein exceeds the number of shares that can be sold in such offering without adversely affecting the marketability thereof, any shares to be sold by the Company in such offering shall have priority over any Common Stock owned by the Holder, and the shares 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 be included in such registration shall be conditioned upon reduced pro rata on the basis of the numbers of shares held by such Holder’s participation Holder and all other holders (other than the Company) exercising similar registration rights. The Company shall bear the costs of each registration in such which Holders participate pursuant to this Section 4, excluding any underwriting and discounts or commissions on the sale of Common Stock. As a condition to the inclusion of such Holder’s Registrable Securities Common Stock in any registration, the underwriting (unless otherwise mutually agreed by a majority in interest of participating Holder and the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall enter into execute an underwriting agreement or similar agreement in customary a 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 the Company and the underwriter(s), if any, for such offering containing customary indemnification and holdback provisions. Notwithstanding the foregoing, no Holder shall be required to incur indemnification obligations (whether several or joint and several) which is in excess of the Registrable Securities held net proceeds received by all Initiating Holders)such Holders pursuant to such registration or which relates to information not supplied by such Holder for inclusion in the registration statement. Upon Notwithstanding the written request foregoing, if the Company shall furnish to Holders requesting a registration pursuant to this Section 4, a certificate signed by the President of each Holder given within twenty the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (2090) days after mailing receipt of the request of any such notice by Holder; provided, however, that the Company may not utilize this right more than once in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredany twelve (12) month period.

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 stock or other securities under the Act in connection with the public offering of such securities (other than (i) at any time after one year from the Closing Date the Company shall receive from Holders of a majority or more of the then-outstanding Registrable Securities (the "Initiating Holders") a written request that the Company effect any registration relating with respect to all or a demand pursuant to Section 1.2 part of the Registrable Securities (a "Demand Registration") or (ii) at any time after ninety days from the Closing Date the Company shall determine to register any of its equity securities either for its own account or for the account of any Persons other than the Investors who, by virtue of agreements with the Company or otherwise, are entitled to include securities of the Company held by them in any such registration, other than a registration relating solely to the sale of securities of participants in a Company stock planemployee benefit plans, or a registration relating solely to a corporate reorganization or transaction under Commission Rule 145 of the Acttransaction, or a registration on any registration form that 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 sale of the Registrable Securities, or Securities (a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered"Piggyback Registration"), the Company shallwill promptly (x) in the case of a Demand Registration, at file with the Commission as soon as practicable after receipt of the request of the Initiating Holders a registration statement on Form S-1 (or, if available, on Form S-3) covering the resale of the Registrable Securities; and (y) in the case of a Demand or Piggyback Registration, give to all Holders of Registrable Securities written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such timesecurities under the applicable blue sky or other state securities laws), promptly give each Holder written and 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 that are requested in writing to be included therein by the Holders within 20 days following receipt of the Company's notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

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 HoldersHolders of Registrable Securities) any of its stock or other securities Common Shares under the Securities Act in connection with the public offering of such securities Common Shares for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating plan or to a corporate reorganization other compensatory arrangements to the extent includable on Form S-8 (or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiessimilar or successor form), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredon Form F-4 or Form S-4 (or similar or successor form)), the Company shall, at such timetime and in any event at least twenty (20) days prior to the first filing of the registration statement, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each any Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.518, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered, subject to the provisions of Section 8. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Notwithstanding any other provision of this Section 3, if the underwriter, if any, advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company (including for this purpose a registration effected by the Company for stockholders other than Holders of Registrable Securities as referenced in the first sentence of this Section 3(a)), (ii) second, among any other holders of Common Shares who have exercised any piggyback registration rights with respect to such registration that are superior to the piggyback registration rights set forth in this Agreement, and (iii) thereafter among Holders of Registrable Securities who have exercised their piggyback registration rights with respect to such registration.

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-up Term, the Company proposes shall notify the Holders in writing at least twenty (20) days prior to register the filing of any Registration Statement (including for “Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this purpose Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such Registration Statement. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within ten (10) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a registration effected Holder decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include such Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company for stockholders other than the Holders) any with respect to offerings of its stock or other securities under the Act in connection with the public offering of such securities (other than either by the Company or by its shareholders), all upon the terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any Third Party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 2, if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority one hundred percent (100%) of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement and all other Persons selling Ordinary Shares pursuant to such Registration Statement on a pro rata basis based on the total number of Ordinary Shares then held by all Initiating Holders)each such Holder or other shareholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without any obligation On or prior to do so) each Filing Date, the Company proposes to register (including for this purpose shall prepare and file with theCommission a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement Registration Statement covering the sale resale of all of the Registrable Securities, or Securities for an offering to be made on a registration in which continuous basis pursuant to Rule 415 (assuming on such date the only Preferred Stock is converted into shares of the Company's Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredwithout regard to any exercise limitation therein), the Company shall, at such time, promptly give each Holder written notice 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 Each Registration Statement filed hereunder shall be conditioned upon such Holder’s participation in such underwriting on Form S-1 or on another appropriate form and the inclusion of such Holder’s Registrable Securities in the underwriting shall contain (unless otherwise mutually agreed directed by at least a majority in interest of the Initiating Holders and such Holderof Registrable Securities then outstanding) substantially the "Plan of Distribution" attached hereto as Annex A. Subject 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 terms of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5this Agreement, the Company shall cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, such securities were issued or are issuable, were deemed at no time held by any Affiliate of the Company) (the "Effectiveness Period"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Business Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, subject to within the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all time constraints proscribed by Rule 424 of the Registrable Securities that each Act, file a final Prospectus with the Commission if so required by Rule 424. Failure to so notify the Holder within two (2) Business Days of such Holder requests notification of effectiveness or failure to file a final Prospectus (if required) as foresaid shall be registereddeemed an Event under Section 2(d).

Company Registration. (a) If If, at any time (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 stock Common Stock 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 connection with the public effect) for purposes of an offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization by or transaction under Rule 145 on behalf of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale Company of the Registrable Securities, or a registration in which the only its Common Stock being registered is Common Stock issuable upon conversion of debt or other equity securities that are also being registered)for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such timeregistration statement is filed with the SEC, promptly give each Holder prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares or other equity securities so proposed to be registered, the proposed date of filing of such registration. In registration statement, any proposed means of distribution of such eventshares or other equity securities, if any proposed managing underwriter or underwriters of such shares or other equity securities and a good faith estimate by the Company intends of the proposed maximum offering price thereof, as such price is proposed to distribute appear on the securities covered by facing page of such registration statement. Upon the registration by means of an underwriting, the right written direction of any Holder to include its or Holders, given within 10 days following the 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 intended method of distribution thereof), the Company shall include in such registration statement any or all of the Registrable Securities 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 so directed the Company to be so registered. Failure of any Stockholders to respond to the Company’s notice within the 10-day period specified above shall be conditioned upon deemed an election by such Holder’s participation in such underwriting and the inclusion Holder not to have any of such Holder’s Registrable Securities included in such registration statement. Notwithstanding the underwriting (unless otherwise mutually agreed by a majority in interest of foregoing, the Initiating Holders and such Holdershall not have any right under this Section 4(a) if the registration proposed 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 be effected by the Company relates solely to shares of Common Stock or other equity securities that are issuable (which underwriter 1) solely to officers or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority employees of the Registrable Securities held by all Initiating Holders). Upon the written request 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 each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registereda business.

Company Registration. (a) If at any time after one year from the Effective Date (but without any obligation hereunder to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersHolder(s)) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities to or by current or former employees, officers, advisors, consultants or directors of participants in the Company or any subsidiary of the Company pursuant to a Company stock planpurchase plan or stock option plan or stock awards approved by the Board of Directors of the Company, (ii) a registration relating to a corporate reorganization on Form S-4 or transaction under Rule 145 of the Actany similar successor form, (iii) a registration on any form that 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, Securities or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing the giving of such notice by the Company in accordance with Section 3.510.10, the Company shall, subject to the provisions of this Section 1.3(c)9.3, use all commercially reasonable efforts to Section 9.4 below and the Existing Rights, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. All expenses incurred in connection with the inclusion of the Holder's securities in the Company's underwritten offering pursuant to this Section 9.3 shall be borne by the Company (exclusive of underwriting discounts and commissions and any fees and expenses of counsel to any Holder(s)). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 9.3 if (i) a registration statement on Form S-3 covering any Registrable Securities is in effect, (ii) at the time such registration would otherwise be required, the Registrable Securities requested to be registered may then be sold pursuant to Rule 144(k) of the Securities Act or (iii) the managing underwriter advises that, in its sole discretion, inclusion of the Registrable Securities would adversely affect the marketing of the offering; provided, however, that if the managing underwriter determines that the total amount of Registrable Securities requested by the Holders to be included in such offering exceeds the amount of securities of such Holders that the managing underwriter determines in its 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 owned by such Holders which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (subject to the provisions of the Existing Rights, the securities so included to be apportioned pro rata among the Holders and the holders of other securities entitled to be included in such underwriting under the terms of any registration rights agreement with the Company).

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 and upon the request of stockholders other than the HoldersHolder(s) (a "Demand Registration")) any of its stock or other securities under the Securities Act ------------------- in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, plan or a registration relating to a corporate reorganization or transaction under covered by Rule 145 of 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 registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In ; provided -------- however, that such event, notice shall not be required to be given and the Registrable ------- Securities shall not be included in a Demand Registration if any shares that the Company intends Requesting Holders (as defined in Section 1.3 hereof) have the right and desire to distribute the securities covered include in such Demand Registration (as evidenced by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities in Requesting Holder(s) written request) are excluded from 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 held by all Initiating Holders)any reason. Upon the written request of each Holder given within twenty five (205) days after mailing of such notice by the Company in accordance with Section 3.52.6, or in the case of the registration statement currently proposed to be filed by the Company (notice of which is hereby deemed to be given), upon written request given within two days following the execution of this Agreement, the Company shall, subject to the provisions of this Section 1.3(c)1.2 and Section 1.8 of this Agreement, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered; provided, however, that the time -------- ------- periods, filing procedures and manner of sale requirements governing such registration, unless specifically addressed herein, shall be determined by the Company's agreement with the Requesting Holders, or unilaterally by the Company if there are no Requesting Holders, and provided further, that the Company shall -------- ------- not be obligated to cause any such registration, qualification or compliance, pursuant to this Section 1.2 to become effective if the Company shall furnish to the Holder(s) a certificate signed by the president of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the registration statement.

Company Registration. (ai) If As long as EHL and Permitted Transferees, in the aggregate, beneficially own Registrable Securities comprising at least two percent (but without any obligation to do so2%) of the outstanding equity securities of the Company, if the Company proposes to register (including for this purpose file a registration effected by statement with respect to equity securities of the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration statement on Form S-8 or S-4 or comparable successor forms or a registration statement relating to a demand pursuant dividend reinvestment plan), which is available for use for Registrable Securities, under the Securities Act, then the Company shall give written notice of such proposed filing to Section 1.2 or (ii) a each Holder at least 30 days before the anticipated filing date of such registration relating solely statement, and such notice shall offer each Holder the opportunity to include in such registration statement the sale of securities of participants Registrable Securities then owned by such Holder, as such Holder may request in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 writing within 15 days after receipt of the Act, a registration on any form that does not include substantially Company's notice (which request shall specify the same information as would be required number of Registrable Securities to be included in a such registration statement covering and the sale intended method of disposition). The Company shall include in any such registration statement all such Registrable Securities requested to be included. Notwithstanding the foregoing: (A) if (x) the registration statement relates to an underwritten offering which includes equity securities of the Registrable Securities, or a registration Company to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing that the total number of shares which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)Company, the Company shall, at Holders and the Other Rights Holders intend to include in such time, promptly give each Holder written notice offering is sufficiently large to affect materially and adversely the ability of such registration. In such eventunderwriter to complete successfully an offering that does not significantly and adversely impact the market price of the equity securities being offered, if then the Company intends to distribute the securities covered by the registration by means number of an underwriting, the right of any Holder to include its Registrable Securities to be included in such registration statement and offering for the account of the Holders shall be conditioned upon such Holder’s participation reduced, PRO RATA with the number of shares to be so included for the account of the Other Rights Holders, so that the aggregate amount of shares included in such underwriting registration statement and offering for the account of Holders and the inclusion Other Rights Holders does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without materially and adversely affecting the ability of such Holder’s managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the equity securities being offered; and (B) if (x) the registration statement relates to an underwritten offering which does not include equity securities of the Company to be sold for the account of the Company and (y) the managing underwriter advises the Holders and the Other Rights Holders who have requested that shares be included therein that the total number of shares which the Holders and the Other Rights Holders intend to include in such offering is sufficiently large to affect materially and adversely the ability of such underwriter to complete successfully an offering that does not significantly and adversely affect the market price of the equity securities being offered, then the number of Registrable Securities to be included in such registration statement and offering for the account of the Holders shall be reduced, PRO RATA with the number of shares to be so included for the account of the Other Rights Holders, so that the aggregate amount of shares included in such registration statement and offering for the account of Holders and the Other Rights Holders in the underwriting (unless otherwise mutually agreed by a majority aggregate does not exceed the amount that such managing underwriters determine in interest good faith can be sold in such offering without materially and adversely affecting the ability of such managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their equity 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredbeing offered.

Company Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the a firm commitment underwritten public offering of such securities (other than (i) an Initial Public Offering consummated by December 31, 1999 or a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in a the Company stock plan, a registration relating pursuant to a corporate reorganization stock option, stock purchase or transaction under similar plan or a SEC Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredtransaction), the Company shall, at such time, promptly give each Holder at least thirty (30) days written notice of such registration. In such event, if the Company intends its intention 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 held by all Initiating Holders)do so. Upon the written request of each Holder given within twenty (20) days after mailing receipt of such notice by the Company Holder in accordance with Section 3.54.7, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered; PROVIDED, HOWEVER, that if the Company is advised in writing in good faith by the managing underwriter of the Company's securities that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and PROVIDED FURTHER, that the shares to be excluded shall be determined in the following order of priority: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) third, Registrable Securities held by the Management Stockholders and the Investors PRO RATA based upon the aggregate number of Registrable Securities requested to be registered pursuant to this Section 2.2.

Company Registration. At any time after the Required Effective Date that there is not in existence an effective registration statement covering all of a Holder’s Registrable Securities (a) If (but without any obligation to do so) a “Precluded Holder”), 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 stock or other securities under the Securities Act in connection with the “public offering offering” (as such term is interpreted by Nasdaq under its rules and regulations) of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock planplan or a transaction covered by Rule 145 under the Securities Act, a registration relating to a corporate reorganization an “equity line of credit” or transaction under Rule 145 of the Actsimilar offering, 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 that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each such Precluded Holder written notice 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 held by all Initiating Holders). Upon the written request of each Precluded Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.52.4, the Company shall, subject to the provisions of Section 1.3(c)1.6, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder requests has requested to be registered; provided, however, that 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 1.4 to include any of the Precluded 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 (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities (sold other than by the Company) that the underwriters determine 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 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 stockholders).

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale Company except that the Company may include greater than 65% of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends shares to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities be included 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 the aggregate of all such shares to distribute their be included therein, after allowing therein all securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting 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 (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority bear all of the Registrable Securities held expense of all registrations pursuant to this Section 8.2, except for the pro rata portion of brokerage or underwriters, discounts or commissions relating to the shares sold on behalf of the Holders or Other Holders and the fees and expenses of any one special counsel retained by all Initiating such Holders or Other Holders). Upon It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the written request number of each Holder given within twenty shares allowed to participate in any public offering of the Company’s stock which are not being sold for the Company’s account (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c65!k limitation referred to above), use all commercially reasonable efforts to cause to be registered under or (b) shall require the Act all holders of the Registrable Securities that each such Holder requests Company’s stock, other than the Company, to be registeredagree 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. If at any time, the Company (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 stock or other securities under the 1933 Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredSEC Rule 145 transaction (or any transaction under any successor provision)), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty thirty (2030) days after mailing of such notice by the Company in accordance with Section 3.55.6, the Company shall, subject to the provisions of Section 1.3(c)Sections 3.5, use all commercially reasonable efforts to 3.6, 3.7 and 3.8, cause to be registered under the 1933 Act all of the Registrable Securities that each such Holder requests has requested to be registered.. If the number of Registrable Securities which a Holder desires to be registered, together with the number of shares of stock or other securities of the Company with respect to which other persons or entities have registration rights and which such persons and entities desire to be registered, exceed the number of shares of stock or other securities which the Company intends to register, then each Holder and each such other person or entity shall be entitled to have registered a pro-rata share of his, her or its shares of stock or other securities, based on the number of shares of stock or other securities which all such Holders and other persons and entities desired to be registered. Notwithstanding the foregoing, 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. In the event the managing underwriters and the Company subsequently determine to add any secondary

Company Registration. (a) If (but without At any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the HoldersStockholders) any shares of its stock or other securities Common Stock under the Securities Act for sale (other than registration of the Common Stock for issuance or sale (a) pursuant to Section 1.3 hereof or (b) in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 employee or non-employee director compensation or benefit programs, (ii) a registration relating an exchange offer or an offering of securities solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization existing stockholders or transaction under Rule 145 employees of the ActCompany or (iii) an acquisition, a registration on any form that does not include substantially the same information as would be required to be included in merger or other business combination using a registration statement covering the sale of the Registrable Securities, on Form S-4 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredany successor or other appropriate form), the Company shall, at such time, promptly will give each Holder prompt written notice of such registration. In such (which, in any 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 given no less than 15 days prior to the filing of a registration statement with respect to 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 Holderoffering) to the extent provided herein. All Holders proposing Stockholders of its intention so 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 held by all Initiating Holders). Upon do and, upon the written request of each Holder given any Stockholder sent within twenty (20) 15 days after mailing the effective date of any such notice by the Company in accordance with Section 3.5notice, the Company shallwill, subject to the provisions of Section 1.3(c)Sections 1.5 and 1.7 hereof, use all commercially reasonable efforts its Best Efforts to cause all Registrable Securities as to which any such Stockholder or Stockholders shall have so requested registration, to be registered under the Act Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities that each so registered on behalf of such Holder requests Stockholder or Stockholders in the same manner as the Company (or stockholder other than one of the Stockholders, as the case may be) proposes to offer its shares of Common Stock. The Company shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Stockholder or Stockholders to be registeredincluded in the registration for such offering on the same terms and conditions as the shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an opinion to the Company and the requesting Stockholder or Stockholders that the total number of shares of Common Stock which the requesting Stockholder or Stockholders or the Company, and any other Persons, intend to include in such offering will in the good faith opinion of such managing underwriter or underwriters materially and adversely affect the success of such offering, then the number of shares of Common Stock to be offered for the account of the Stockholder(s) shall be reduced pro rata based upon the number of shares of Common Stock proposed to be sold by the Stockholder or Stockholders and any other Persons (excluding the Company and the stockholder(s) for whom the Company filed such Registration Statement) to the extent necessary to reduce the total number of shares of Common Stock to be included in such offering to the number of shares recommended by such managing underwriter.

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 stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) the Company's Initial Offering, a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of under the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder and Founder written notice of such registration. In such eventaddition, if the Company intends proposes to distribute the securities covered by the registration by means register any of an underwritingits stock for a Holder pursuant to Sections 1.2 or 1.4 hereof, the right of any Holder to include its Registrable Securities in Company shall, at such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion time, promptly give each Founder written notice 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 held by all Initiating Holders)registration. Upon the written request of each a Holder or a Founder given within twenty (20) days after mailing of such a notice by the Company under this Section 1.3(a) in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act (i) all of the Registrable Securities that each such Holder requests has requested to be registered and (ii) all shares of Common Stock then held by a Founder ("Founder Securities") that each such Founder has requested to be registered. In the event that any Founder Securities owned by a Founder are registered pursuant to this Section 1.3(a), then, for purposes of Sections 1.5, 1.6, 1.7 and 1.8 (as applied to such registration only), such Founder Securities shall be included within the meaning of "Registrable Securities" and such Founder shall be included within the meaning of "Holders."

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 ninety (90) days after filing or one hundred twenty (120) days in the event of a review by the staff of the Commission 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 (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering shares of such securities Common Stock (other than (i) a any registration relating to a demand for the account of the Company of securities issued pursuant to Section 1.2 any employee benefit plan or (ii) a in any acquisition by the Company), the Company will include in such registration relating solely all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the sale case of securities an underwritten offering, the managing underwriter informs the Company that the number of participants shares held by the holders of Registrable Securities requested to be included exceeds the amount which can be sold in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 such offering without adversely affecting the distribution of the Actshares being offered, a registration on the Company shall include, first, all of the shares the Company has proposed to register; second, as many of the Registrable Securities as can be included without adversely affecting such distribution; and, third, any form that does not include substantially the same information as would be required other shares of Common Stock proposed to be included in a registration statement covering the sale of the Registrable Securities, such offering. With respect to terms and conditions not provided for in this paragraph or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)this Section 2, the Company shall, at such time, promptly give each Holder written notice 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 “piggyback” rights provided for 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause this paragraph are intended to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredon customary terms.

Company Registration. (a) If If, at any time (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 stock Common Stock 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 connection with the public effect) for purposes of an offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization by or transaction under Rule 145 on behalf of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale Company of the Registrable Securities, or a registration in which the only its Common Stock being registered is Common Stock issuable upon conversion of debt or other equity securities that are also being registered)for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such timeregistration statement is filed with the SEC, promptly give each Holder prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares or other equity securities so proposed to be registered, the proposed date of filing of such registration. In such eventregistration statement, if the Company intends to distribute the securities covered by the registration by any proposed 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 distribution 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 shares or other equity securities, any proposed managing underwriter or underwriters selected for of such underwriting shares or other equity securities and a good faith estimate by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders)proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written request direction of each any Holder or Holders, given within twenty (20) 10 days after mailing following the 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 Company in accordance with Section 3.5intended method of distribution thereof), the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act shall include in such registration statement any or all of the Registrable Securities that each then held by such Holder requests 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 so directed the Company to be so registered. Failure of any Stockholders to respond to the Company's notice within the 10-day period specified above shall be deemed an election by such Holder not to have any of such Holder's Registrable Securities included in such registration statement. Notwithstanding the foregoing, the Holders shall not have any right under this Section 4(a) if the registration proposed to be effected by the Company relates solely to shares of Common Stock 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.

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 Registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the underwritten public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely Registration of securities in connection with mergers, acquisitions, exchange offers, distributions to the sale of securities of participants Company's stockholders, or stock option or other employee benefit plan or a Registration in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at each such time, promptly give each Holder the Holders written notice 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 held by all Initiating Holders)Registration. Upon the written request of each a Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)following provisions, use all commercially reasonable efforts to cause to be registered under the Act included in such Registration all of the Registrable Securities that each Holder has requested to be included. The Company shall not be required under this Section 1.3 to include any of a Holder's securities in an underwritten offering of the Company's securities if it is not permitted to do so pursuant to the Registration Rights Agreements dated as of March 30, 1994, made by the Company for the benefit of the investors and KBL and its designees relating to the offering of up than aggregate of 1,850,000 Units and unless such Holder requests 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 opinion of the managing underwriters, interfere with the successful marketing of the offering by the Company; PROVIDED, HOWEVER, that any reduction of the amount of securities to be registeredincluded in such offering shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other persons or entities (but not the Company) with respect to the amount of securities they intended to offer 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 stockholders other than the Holders) any of its capital stock or other securities under the 1933 Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 on Form S-8 or (ii) a registration any successor form relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on Form S-4 or any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredsuccessor form), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each a Holder given within twenty (20) 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially its reasonable best efforts to cause to be registered under the Act a registration statement covering all of the Registrable Securities that each such Holder requests has requested to be registeredregistered to become effective under the 1933 Act. The Company shall be under no obligation to complete any offering of its securities it proposes to make and shall incur no liability to any Holder for its failure to do so. Notwithstanding the foregoing, this Section 1.3 shall not apply to a Qualified Public Offering (as defined in the immediately following sentence) if the managing underwriter or, after consultation with the managing underwriter, the Company's Board of Directors determines that marketing or other factors favor an offering of securities for the account of the Company only. For purposes hereof, a "Qualified Public Offering" shall mean an underwritten ------------------------- initial public offering on a firm commitment basis pursuant to an effective registration statement under the 1933 Act covering the offer and sale of Common Stock for the account of the Company, in which the aggregate gross proceeds to the Company are at least $30,000,000, at a price per share of Common Stock greater than or equal to $2.00 per share (such per share amount shall be adjusted for stock splits, stock dividends and the like).

Company Registration. (a) If (but without the Company, at any obligation time, or from time to do so) the Company time, proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities Common Stock by filing a registration statement under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto), solely for the sale on its own account, on a form and in a manner that would permit registration of Common Stock for sale to the public under the Securities Act, the Company shall use its reasonable best efforts to afford each Stockholder an opportunity to include in such registration statement all or part of the Common Stock held by such Stockholders by notifying such Stockholders at least fifteen (15) Business Days prior to the filing of such registration statement (the “Piggyback Notice”). Each Stockholder shall have five (5) Business Days after the delivery of the Piggyback Notice to notify the Company in writing that it desires to include its Common Stock in such offering, specifying the number of shares of Common Stock that it proposes to include therein; provided, however, that in no event shall the number of shares of Common Stock to be included by the Management Stockholders exceed the product of the number of shares of Common Stock held by the Management Stockholders as of such time multiplied by the quotient obtained by dividing the number of shares of Common Stock to be registered by the Parent Stockholders by the aggregate number of shares of Common Stock held by the Parent Stockholders as of such time. Each Stockholder’s rights to register its Common Stock under this Section 3.2 shall terminate with respect to the applicable offering if such Stockholder has not exercised its piggyback registration rights within such five (5) Business Day period. Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect any registration of Common Stock held by a Stockholder under this Section 3.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, convertible securities, exchange offers, dividend reinvestment plans, employee stock ownership plans or other employee benefit plans, and the public offering Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 whether or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on not any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 Stockholder has elected to include its Registrable Securities Common Stock in such registration and there shall be conditioned upon such Holder’s participation in such underwriting and no liability on the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest part of the Initiating Holders and such Holder) Company 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 Stockholders if any registration is not consummated 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredwhatever reason.

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 shareholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) that is the Company's first registered public offering of securities of the Company, a registration relating solely to the sale of securities of participants in employee benefit plans on Form S-1 or Form S-8 or a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a transaction on Form S-14 or Form S-15 or any other registration on any form that 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, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder and each Founder written notice 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 held by all Initiating Holders). Upon the written request of each any Holder or Founder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that any such Holder has requested to be registered, and any shares such Founder has requested to be registered; provided, however, the Company, upon the request of its underwriters, may reduce to an amount not less than twenty-five percent (25%) of the total offering the number of shares proposed to be registered by such Holders and Founders if marketing factors require a limitation of the number of shares underwritten. In such event, the Company shall promptly advise all Holders and Founders participating in the underwriting and provide such Holders and Founders a reasonable opportunity to withdraw from their participation in the underwriting furthermore, in the event of such limitation, the number of shares that may be included by the Holders and Founders shall be allocated among all Holders and Founders participating in the underwriting in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder or Founder who requests to participate in such registration. Each Founder electing to register shares under this Section 1.3, and only for purposes of registering shares pursuant to this Section 1.3, shall have the rights and obligations of a Holder under Sections 1.4, 1.5, 1.7, 1.8, 1.9, 1.10, 1.15 and 1.16 of this Agreement; provided, however, that in interpreting those Sections 1.4, 1.5, 1.7, 1.8, 1.9, 1.10 and 1.16 with respect to any Founder, the term "Registrable Securities" shall be registeredreplaced with "shares sought to be registered by such Founder".

Company Registration. At any time after July 30, 2014 that there is not in existence an effective registration statement covering all of a Holder’s Registrable Securities (a) If (but without any obligation to do so) a “Precluded Holder”), 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 stock or other securities under the Securities Act in connection with the “public offering offering” (as such term is interpreted by Nasdaq under its rules and regulations) of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock planplan or a transaction covered by Rule 145 under the Securities Act, a registration relating to a corporate reorganization an “equity line of credit” or transaction under Rule 145 of the Actsimilar offering, 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 that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each such Precluded Holder written notice 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 held by all Initiating Holders). Upon the written request of each Precluded Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.52.3, the Company shall, subject to the provisions of Section 1.3(c)1.5, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder requests has requested to be registered; provided, however, that 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 Precluded 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 (or by other Persons entitled to select the underwriters), and then only in such quantity as the underwriters determine will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders 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 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 have advised the Company in writing will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders).

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 HoldersHolders of Registrable Securities) any of its stock or other securities Common Shares under the Securities Act in connection with the public offering of such securities Common Shares for cash (including, but not limited to, a shelf registration statement on Form S-3, or in the event of an Exchange Event, on Form F-3, but other than (i) a registration on Form S-8 (or similar or successor form) relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating plan or to a corporate reorganization other compensatory arrangements to the extent includable on Form S-8 (or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiessimilar or successor form), or a registration on Form S-4 (or similar or successor form), or in which the only Common Stock being registered is Common Stock issuable upon conversion event of debt securities that are also being registeredan Exchange Event, on Form F-4 (or similar or successor form)), the Company shall, at such timetime and in any event at least twenty (20) days prior to the first filing of the registration statement, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each any Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5SECTION 19, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registeredregistered (unless such shares are subsequently withdrawn from the registration by a Holder), subject to the provisions of SECTION 8. The Company shall have no obligation under this SECTION 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. Notwithstanding any other provision of this SECTION 3, if the underwriter, if any, advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company (including for this purpose a registration effected by the Company for stockholders other than Holders of Registrable Securities as referenced in the first sentence of this SECTION 3), (ii) second, among any other holders of Common Shares who have exercised any piggyback registration rights with respect to such registration that are superior to the piggyback registration rights set forth in this Agreement pursuant to the Prior Agreements, and (iii) thereafter among Holders of Registrable Securities who have exercised their piggyback registration rights with respect to such registration.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale Company except that the Company may include greater than 65% of the shares to be included in such registration 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 SecuritiesSecurities as to which inclusion has been requested pursuant to this Section 8.3. The Company shall bear all of the expense of all registrations pursuant to this Section 8.3, except for the pro rata portion of brokerage or underwriters discounts or commissions relating to the shares sold on behalf of the Holders or Other Holders and the fees and expenses of any one special counsel retained by such Holders or Other Holders. It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the number of shares allowed to participate in any 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 a registration in (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, which may be extended upon the only Common Stock being registered is Common Stock issuable upon conversion request of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, managing underwriter for an additional 15 days if the Company intends issues or proposes to distribute the securities covered by the registration by means of issue 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 earnings or other public release within 15 days of the Initiating Holders and such Holder180 day lock-up period) after the date on which the Company’s stock is first offered to the extent provided herein. All Holders proposing public (so called lock-up provisions), or (c) shall establish any other reasonable limitations or restrictions applicable 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 holders of the Registrable Securities held by all Initiating Holders). Upon Company’s stock, as a condition to consummating the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredpublic offering.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale Company except that the Company may include greater than 65% of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends shares to distribute the securities covered by the registration by means of an underwriting, the right of any Holder to include its Registrable Securities be included 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 hereinthe 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. All Holders proposing Such limitation will be imposed pro rata with respect to distribute their securities through such underwriting all Registrable Securities as to which inclusion has been requested pursuant to this Section 8.3. The Company shall enter into an underwriting agreement in customary form with bear all of the underwriter expense of all registrations pursuant to this Section 8.3, except for the pro rata portion of brokerage or underwriters selected for such underwriting by discounts or commissions relating to the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority shares sold on behalf of the Registrable Securities held Holders or Other Holders and the fees and expenses of any one special counsel retained by all Initiating such Holders or Other Holders). Upon It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the written request number of each Holder given within twenty shares allowed to participate in any public offering of the Company’s stock which are not being sold for the Company’s account (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c65% limitation referred to above), use all commercially reasonable efforts to cause to be registered under or (b) shall require the Act all holders of the Registrable Securities that each such Holder requests Company’s stock, other than the Company, to be registeredagree 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 at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock unregistered equity or other debt securities under the Act in connection with Securities Act, for sale to the public offering public, whether for its own account or for the account of such any holder or holders of any class of the Company's unregistered equity or debt securities (other than (i) a except with respect to registration relating to a demand pursuant to Section 1.2 statements on Forms S-4 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization S-8 or transaction under Rule 145 of the Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering available for registering the sale of the Registrable Securities, or a registration in which Securities to the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredpublic generally), the Company shall, at such time, promptly shall give each Holder written notice of such registrationproposed registration to Ells no later than thirty (30) days prior to the filing of the Regisxxxxion Statement with respect to such sale. Subject to the terms of this Rights Agreement, such written notice shall offer Ells the opportunity to register such number of shares of Registrablx Xxcurities as Ells may request on the same terms and conditions as the other securxxxxs being registered. In such event, if the Company intends EXHIBIT C (to distribute the securities covered by the registration by means of an underwriting, the right of any Holder Form 13D) C-2 event that Ells desires to include its have his Registrable Securities included in such registration Regxxxxation Statement, he shall be conditioned upon such Holder’s participation so advise the Company, in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting writing, within fifteen (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder15) 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) business days after mailing the date of such notice by from the Company in accordance with Company. The notice from Ells shall also state the number of Registrable Securities that Ells xxxires to be registered. Subject to the limitations set forth xx xhis Section 3.52.1, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to shall cause to be registered under the Act included in such Registration Statement all or any part of the Registrable Securities that each such Holder requests Ells requests, to be registered therein. In the event that any regisxxxxion pursuant to this Section 2.1 shall be, in whole or in part, an underwritten public offering of Registrable Securities of the Company, the obligation of the Company to register the sale of Registrable Securities by Ells shall be conditioned upon Ells becoming subject to the terms anx xxnditions of the underwritinx xxreement between the Company and the underwriter or underwriters in such offering. In addition thereto, if, in connection with any underwritten public offering of Registrable Securities, the managing underwriter shall, pursuant to a written opinion, impose a limitation on the number of shares of such Registrable Securities which may be included in any such Registration Statement because such underwriter has made a good faith determination that the inclusion of Ells' Registrable Securities will materially reduce the per share prxxx of the unregistered securities being registered and sold by the Company, and there is excluded from such Registration Statement all shares of Registrable Securities sought to be included therein (i) first by any holder thereof not having any such contractual, incidental registration rights, and (ii) second by any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of Ells, then the Company shall be obligated to include in such Registrxxxxn Statement only the pro rata portion of the Registrable Securities then owed by Ells. Notwithstanding the above, at no time shall the Company registxx xereunder less than thirty percent (30%) of the total value of the Registrable Securities then owned by Ells that Ells has requested be so registered.

Company Registration. (a) If (but without any obligation to do so) the Company at any time (other than pursuant to the Company’s initial public offering) proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely for sale to the sale public, whether for its own account or for the account of securities of participants in a Company stock planother security holders or both (except with respect to registration statements on Forms X-0, a registration relating to a corporate reorganization X-0 or transaction under Rule 145 of the Act, a registration on any another form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 available for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of registering the Registrable Securities held by for sale to the public), each such time it will give written notice to all Initiating Holders)holders of outstanding Registrable Securities of its intention so to do. Upon the written request of each Holder given any such holder, received by the Company within twenty (20) 15 days after mailing the giving of any such notice by the Company, to register any of its Registrable Securities, the Company will use reasonable best efforts to cause such Registrable Securities to be included in the registration statement proposed to be filed by the Company. 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 parties initially requesting such registration, the Company will include in such registration (i) first, the securities proposed to be included therein by the Company if the Company has initiated the registration, (ii) second, the Registrable Securities requested to included in such registration by the Investors, pro rata among the holders thereof on the basis of the number of shares of Registrable Securities requested to be included in such registration, and (iii) third, the Registrable Securities requested to be included in such registration by the Principal Stockholders and Key Management, pro rata among the Principal Stockholders and such members of Key Management on the basis of the number of shares of Registrable Securities the Principal Stockholders and such members of Key Management requested to be included in such registration; provided, however, that in the case of any underwritten public offering, the number of shares of Preferred Registrable Securities included in such offering shall not be reduced below an amount equal to 25% of the total number of shares to be included unless such offering is the initial public offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Preferred Registrable Securities may be excluded in accordance with Section 3.5the immediately preceding clause. Notwithstanding the foregoing provisions, the Company shall, subject may withdraw any registration statement referred to in this Section 3.2 without thereby incurring any liability to the provisions holders of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredSecurities.

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term until the [***] of such expiration, the Company proposes shall notify the Holders in writing at least ten (10) business days prior to register the filing of any registration statement (including for other than the Company's existing registration statement on Form S-3, SEC File No. 333-200092 and any related Prospectus, amendments or supplements thereto) ("Registration Notice") and will afford each Holder an opportunity, subject to the terms and conditions of this purpose Agreement, to include in such registration statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within five (5) business days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include Registrable Securities in any registration effected statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company for stockholders other than the Holders) any with respect to offerings of its stock or other securities under the Act in connection with the public offering of such securities (other than either by the Company or by its stockholders), all upon the terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s '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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting underwriting. Notwithstanding any other provision of this Section 2 and subject to the prior rights of the parties to the Existing Registration Rights Agreement, if the managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, such Underwritten Offering shall include (i) first, the shares held by the Company parties to the Existing Registration Rights Agreement, (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority ii) second, all Registrable Securities of the Holders allocated, if the amount is less than all the Registrable Securities requested to be sold, pro rata on the basis of the total number of Registrable Securities held by all Initiating such Holders). Upon ; and (ii) third, as many other securities proposed to be included in the written request of each Holder given within twenty (20) days after mailing of such notice Underwritten Offering by the Company and any Other Holders, allocated pro rata among the Company and such Other Holders, on the basis of the amount of securities requested to be included therein by the Company and each such Other Holder so that the total amount of securities to be included in accordance with Section 3.5such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. Notwithstanding the foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. Effective from the expiration of the Lock-Up Term until the earlier of (a) If the tenth (but without 10th) anniversary of the date hereof and (b) the date on which the Holders no longer beneficially own at least one percent (1%) of the Shares of Then Outstanding Common Stock, (provided, however, if the Holders reacquire beneficial ownership representing at least one percent (1%) of the Shares of Then Outstanding Common Stock at any obligation time within ten (10) year period set forth in clause (a) of this Section 2.2, the provisions of this Section 2.2 shall automatically again become applicable to do sothe Holders) the Company proposes shall notify the Holders in writing at least ten (10) days prior to register the filing of any Registration Statement including shares of Common Stock by one or more selling stockholders (including for this purpose a registration effected by the Company for stockholders other than the Holders) (“Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such Registration Statement. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a Holder decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such Holder to include its Registrable Securities in such a registration statement pursuant to this Section 2.2 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 2, if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement and all other Persons selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Holder or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without At any obligation to do so) time after the Company proposes to register (including for this purpose a excluding registration effected by statements relating to employee, officer or consultant benefit plans or with respect to purchase of assets or securities of another entity/person or with respect to corporate reorganizations or other transactions under Rule 145 of the Company for stockholders other than the HoldersSecurities Act) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)for cash, the Company shall, at such time, promptly give each Holder of Registrable Securities written notice 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 held by all Initiating Holders). Upon the written request of each Holder of Registrable Securities given within twenty (20) days after mailing receipt of such notice by from the Company in accordance with Section 3.5the notice provision of the Agreement, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to shall cause to be registered under the Act all of the Registrable Securities that each such Holder requests of Registrable Securities has requested to be registered. 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 of Registrable Securities in such underwriting unless such Holder of Registrable Securities accepts the terms of the underwriting, in customary form, as agreed upon between the Company and the underwriters, and then only in such quantity as the underwriters determine, in their reasonable discretion, will not materially and adversely effect the success of the offering by the Company. If such underwriters determine that the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering could materially adversely affect the success of such offering, then the Company shall be required to include in such offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not materially adversely affect the success of the offering, the securities so included to be apportioned (i) first to the Company and (ii) then to the Holders of any Registrable Securities requesting to be included in such offering, on a pro rata basis, based on the number of Registrable Securities then outstanding held by each of them. 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 of Registrable Securities has elected to include securities in such registration. The Registration Expenses (as defined below) of such withdrawn registration shall be borne by the Company in accordance with Section 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 shareholders other than the HoldersRequesting Shareholders) any of its stock or other securities ordinary shares under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or the IPO, (ii) a registration relating solely to the sale of securities of to participants in a Company stock planemployee benefit plan approved by the board of directors of the Company, (iii) a transaction covered by Rule 145 under the Securities Act approved by the board of directors of the Company, (iv) a registration relating to a corporate reorganization or transaction under Rule 145 in which the only securities being registered are ordinary shares of the Act, a Company issuable upon conversion of debt securities which are also being registered or (v) any registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder the Shareholders written notice 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 held by all Initiating Holders). Upon the written request of each Holder any Shareholder given within twenty fourteen (2014) days after mailing of such notice by the Company in accordance with Section 3.52.3, the Company shall, subject to the provisions of Section 1.3(c)1.7, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests Shareholder has requested to be registered; provided, that (i) such request shall specify the number of Registrable Securities to be registered and, in the case of an underwritten offering, contain a statement that such Shareholder agrees to the Company’s selection of managing underwriter and (ii) the Company will have first priority to issue ordinary shares on Company-initiated registrations and, in the case of an underwritten offering, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Shareholders, and the number of Registrable Securities to be included by the Shareholders in such underwriting shall be reduced pro rata among the participating Shareholders. The Company has the right to withdraw any offering prior to the effective date thereof without liability to a Shareholder. If, following delivery of notice by the Company pursuant to this Section 1.3, any of the Shareholders decide not to include any or all of their Registrable Securities in any registration statement filed by the Company, such Shareholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or statements as may be filed by the Company with respect to offerings of their securities, all upon the terms and conditions set forth herein.

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 (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock shares of Common Stock (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company), the Company will include in such registration all shares of Common Stock held by the holders of Registrable Securities requested to be so included; provided, however, that if, in the case of an underwritten offering, the managing underwriter informs the Company that the number of shares of Registrable Securities requested to be included in such offering by Investor, 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 include, first, all of the shares the Company has proposed to register; second, as many of the 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 securities under shares of Common Stock proposed to be included in such offering. With respect to terms and conditions not provided for in this paragraph or in this Section 6, the Act “piggyback” rights provided for in this paragraph are intended to be on customary terms. Notwithstanding the foregoing, this Section 6(a) shall not be applicable to (i) any registration statements filed in connection with the public offering registration of such securities (other than (i) a registration relating warrants to a demand pursuant to Section 1.2 or purchase Common Stock issued by the Company on the date hereof, (ii) a the Company's Registration Statement on Form S-1 (File No. 333-126226) or (iii) any registration relating solely to the sale of securities of participants statements filed in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by connection with 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 Convertible Notes being offered by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice as contemplated by the Company in accordance with Section 3.5preliminary offering memorandum, the Company shalldated September 20, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered2005.

Company Registration. (a) If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term until the [***] of such expiration, the Company proposes shall notify the Holders in writing at least ten (10) business days prior to register the filing of any registration statement (including other than the Company’s existing registration statement on Form S-3, SEC File No. 333-200092 and any related Prospectus, amendments or supplements thereto) (“Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this Agreement, to include in such registration statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within five (5) business days after receipt of the Registration Notice, so notify the Company in *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this purpose exhibit has been filed separately with the Commission. writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include Registrable Securities in any registration effected statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company for stockholders other than the Holders) any with respect to offerings of its stock or other securities under the Act in connection with the public offering of such securities (other than either by the Company or by its stockholders), all upon the terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting underwriting. Notwithstanding any other provision of this Section 2 and subject to the prior rights of the parties to the Existing Registration Rights Agreement, if the managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, such Underwritten Offering shall include (i) first, the shares held by the Company parties to the Existing Registration Rights Agreement, (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority ii) second, all Registrable Securities of the Holders allocated, if the amount is less than all the Registrable Securities requested to be sold, pro rata on the basis of the total number of Registrable Securities held by all Initiating such Holders). Upon ; and (ii) third, as many other securities proposed to be included in the written request of each Holder given within twenty (20) days after mailing of such notice Underwritten Offering by the Company and any Other Holders, allocated pro rata among the Company and such Other Holders, on the basis of the amount of securities requested to be included therein by the Company and each such Other Holder so that the total amount of securities to be included in accordance with Section 3.5such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. Notwithstanding the foregoing, the Company shall, subject shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If at any time (but without any obligation hereunder to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders shareholders other than the HoldersHolder(s)) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of participants in the Company or any subsidiary of the Company pursuant to a Company stock planpurchase plan or stock option or stock awards approved by the Board of Directors of the Company, (ii) a registration relating to a corporate reorganization on Form S-4 or transaction under Rule 145 of the Actany similar successor form, (iii) a registration on any form that 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, Securities or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that which are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing giving of such notice by the Company in accordance with Section 3.510.10, the Company shall, subject to the provisions of Section 1.3(c)9.4, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. All expenses incurred in connection with the inclusion of the Holder's Registrable Securities in the Company's underwritten offering pursuant to this Section 9.3 shall be borne by the Company. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 9.3 if, (i) a registration statement on Form S-3 covering the Registrable Securities is in effect, (ii) the managing underwriter advises that, in its sole discretion, inclusion of the Registrable Securities would adversely affect the marketing of or the price to be received by the Company in the offering, or (iii) at the time such registration would otherwise be required, the Registrable Securities requested to be registered may then be sold pursuant to Rule 144(k) of the Securities Act; provided, however, that if the managing underwriter determines that the total amount of Registrable Securities requested by the Holders to be included in such offering exceeds the amount of securities of such Holders that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then, notwithstanding anything in Section 9 to the contrary, the Company shall only be required to include in such registration that number of shares of Common Stock which the Company is so advised can be sold in such offering, in accordance with the following priorities, (i) first, the number of shares of Common Stock proposed to be included in such registration for the account of the Company (if such registration is a public offering for the benefit of a Company) or any stockholders of the Company (other than the Investor) that have exercised demand registration rights (if such registration is a demand registration), in accordance with the priorities, if any, then existing among the Company or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) an Initial Public Offering or a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in a the Company stock plan, a registration relating pursuant to a corporate reorganization stock option, stock purchase or transaction under similar plan or a SEC Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredtransaction), the Company shall, at such time, promptly give each Holder at least thirty (30) days written notice of such registration. In such event, if the Company intends its intention 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 held by all Initiating Holders)do so. Upon the written request of each Holder given within twenty (20) days after mailing receipt of such notice by the Company Holder in accordance with Section 3.55.7, the Company shall, subject to the provisions of Section 1.3(c), shall use all commercially its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that the shares to be excluded shall be determined in the following order of priority: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities held by the Investors; provided that in no event shall the amount of Registrable Securities of the selling Investors be included in such delivery be reduced below Twenty Percent (20%) of the total amount of securities to be included in such offering, in which case, the Investors may be excluded if any managing underwriter advises as provided above and no other stockholder's securities are included.

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 stock or other equity securities under the Act Securities Act, whether or not for sale for its own account or for the account of an affiliate or other person, in connection with a manner that would permit registration of shares of Common Stock for sale to the public offering of under the Securities Act on the same form proposed to be used in such securities registration (other than a registration (i) a registration relating to a demand pursuant to Section 1.2 on Form S-8 or S-4 or any successor or similar forms or (ii) a registration relating solely to securities of the Company issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with an acquisition by the Company of any company involving the issuance of the Company's capital stock), it will give twenty (20) days' prior written notice to the sale Subscriber of securities of participants in a Company stock planits intention to do so and, a registration relating to a corporate reorganization or transaction under Rule 145 upon the written request of the Act, a registration on Subscriber made within ten (10) days after the receipt of any form that does not include substantially such notice (which request shall specify the same information as would be required number of shares of Common Stock intended to be included in a registration statement covering disposed of by the sale Subscriber and the intended method of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registereddisposition thereof), the Company shall, at such time, promptly give each Holder written notice shall use its best efforts to effect the registration under the Securities Act of such registration. In such event, if the number of shares of Common Stock that the Company intends has been requested to distribute the securities covered register by the Subscriber (the "Additional Shares"), to the extent required to permit the disposition (in accordance with the intended methods as specified by the Subscriber) of the Common Stock so to be registered; provided, however, that (i) the Company shall not be required to effect any such registration by means of at any time when an underwriting, exemption from registration is otherwise available to the Subscriber affording Subscriber the right to dispose of any Holder all of the shares of Common Stock held by the Subscriber; and (ii) the Company shall not be required to include its Registrable Securities in such registration shall all of the Additional Shares requested by the Subscriber to be conditioned upon such Holder’s participation in such underwriting and included therein if the inclusion registration of such Holder’s Registrable Securities in number of shares would cause the underwriting (unless otherwise mutually agreed by a majority in interest market value of the Initiating Holders number of shares to be registered by the Company on behalf of holders of piggyback registration rights to exceed one-third of the estimated market value of the Shares to be registered and sold by the Company and/or such Holder) other holders which may have requested such registration pursuant to a right to demand such registration; provided that to the extent provided herein. All Holders proposing permitted under its contractual obligation 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 holders of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5registration rights, the Company shall, subject to shall reduce the provisions number of Section 1.3(c), use all commercially reasonable efforts to cause shares to be registered under on behalf of holders of piggyback rights on a pro rata basis in proportion to the Act all total number of shares of Common Stock (determined on a fully diluted basis assuming the Registrable Securities that conversion of any convertible securities) held by each such Holder shareholder which requests registration of Additional Shares pursuant to be registeredpiggyback rights granted by the Company.

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 stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c)1.6, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the Registration Statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement. 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 Act with respect to the disposition of all securities covered by such registration statement. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. Use its best 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 Holders; provided 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 an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. Notify each Holder of Registrable securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration 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 statements therein not misleading in the light of the circumstances then existing. Cause all such Registrable Securities registered pursuant hereunder 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, in each case not later than the effective date of such registration.

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 Holdersshareholders) any of its stock or other securities under the Securities Act in connection with the a public offering of such securities (solely for cash other than (i) a registration relating to a demand pursuant to Section 1.2 on Form S-8 (or (iiother similar successor form) a registration relating solely to the sale of securities of to participants in a Company stock planplan or to other compensatory arrangements to the extent includable on Form S-8 (or other similar successor form), a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, (ii) a registration on any form that 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, Form S-4 (or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredother similar successor form), the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.522, the Company shall, subject to the provisions of Section 1.3(c)7, use all commercially reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests has requested to be registered. In the event that 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 Outside Investors holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Outside Investor; and (iii) thereafter, to the extent additional securities may be included in such offering, to the Angel Investors holding Registrable Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Securities held by each such Angel Investor; provided, however, that in no event shall the number of Registrable Securities to be registered by the Outside Investors be less than twenty percent (20%) of the total number of shares to be sold in such offering. The Company shall have no obligation under this Section 3 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.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its stock (including for this purpose a registration effected by the Company for itself or stockholders other than the Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In On the request of each Holder given within thirty (30) days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of Section 1.4(c), cause to be registered under the registration by means 1933 Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. 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 its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such 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 capital stock, the Company shall not be required under this Section 1.4 to include any requesting Holder’s participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting quantity as the underwriters determine 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 to be included in such offering exceeds the amount of securities sold other than by the Company (which underwriter or that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be reasonably acceptable required to those Initiating Holders holding a majority 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 held 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 25% of the total amount of securities included in such offering; provided further, that the number of shares of Registrable Securities requested by the Holders to be included in such offering shall not be reduced unless all other securities, other than securities sold by the 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 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 Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

Company Registration. Effective from the expiration of the Lock-Up Term until the earlier of (a) If the tenth (but without 10th) anniversary of such expiration and (b) the date on which the Holders no longer beneficially own at least one percent (1%) of the Shares of Then Outstanding Common Stock, (provided, however, if the Holders reacquire beneficial ownership representing at least one percent (1%) of the Shares of Then Outstanding Common Stock at any obligation time within ten (10) year period set forth in clause (a) of this Section 2.2, the provisions of this Section 2.2 shall automatically again become applicable to do sothe Holders) the Company proposes shall notify the Holders in writing at least ten (10) days prior to register the filing of any Registration Statement including shares of Common Stock by one or more selling stockholders (including for this purpose a registration effected by the Company for stockholders other than the Holders) (“Registration Notice”) and will afford each Holder an opportunity, subject to the terms and conditions of this Agreement, to include in such Registration Statement the number of Registrable Securities then held by such Holder that such Holder wishes to include in such Registration Statement. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If a Holder decides not to include Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its stock or other securities under securities, all upon the Act in connection with the public offering of such securities (other than terms and conditions set forth herein. Each Holder shall keep confidential and not disclose to any third party (i) a registration relating to a demand pursuant to Section 1.2 or its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. If a registration relating solely pursuant to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered this Section 2.2 is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities covered by the registration by means of an underwritingUnderwritten Offering, the right of any such Holder to include its Registrable Securities in such a registration statement pursuant to this Section 2.2 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 The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by underwriting. Notwithstanding any other provision of this Section 2, if the Company managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, then the managing underwriter may exclude shares (which underwriter or underwriters shall be reasonably acceptable including up to those Initiating Holders holding a majority 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement and all other Persons selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by all Initiating Holders)each such Holder or other stockholder. Upon Notwithstanding the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5foregoing, the Company shall, subject shall have the right to terminate ACTIVE/100319021.2 or withdraw any registration initiated by it under this Section 2.2 prior to the provisions effectiveness of Section 1.3(c), use all commercially reasonable efforts such registration whether or not any Holder has elected to cause to be registered under the Act all of the Registrable Securities that each include securities in such Holder requests to be registeredregistration.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act Securities Act, whether or not for sale for its own account, on a form and in connection with a manner which would permit registration of its shares for sale to the public offering of such securities under the Securities Act (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in the Company pursuant to a Company stock option, stock purchase or similar plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under successor form) registration statement, or an SEC Rule 145 transaction), it will each such time give prompt written notice to the Holder of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and upon the written request of the ActHolder delivered to the Company within thirty (30) days after the giving of any such notice, a the Company will effect the registration on any form that does not include substantially under the same information Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder to the extent required to permit the disposition (in accordance with the intended methods thereof as would be required aforesaid). The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities to be covered by the registration statement proposed to be filed by means of an underwritingthe Company, 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) all to the extent provided hereinrequired to permit the sale or other disposition by the Holder of such Registrable Securities so registered. All Holders proposing If any registration pursuant to distribute their securities through this SECTION 3.2 shall be, in whole or in part, an underwritten public offering of securities, then the number of Registrable Securities to be included in such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting may be reduced by the Company (which if and to the extent that the managing underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities opinion that such inclusion would adversely affect the marketing, success or offering price of such offering as follows: first, all shares held by other persons requesting inclusion in such offering shall be reduced pro rata among such persons according to the number of shams requested by each such person to be registered, then all Initiating Holders). Upon shares held by the written request of each Holder given within twenty (20) days after mailing of such notice shall be reduced, and finally, shares to be sold by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to shall be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredreduced.

Company Registration. At any time after the Required Effective Date that there is not in existence an effective registration statement (aor registration statements) If covering a Holder’s Registrable Securities (but without any obligation to do so) a “Precluded Holder”), 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 stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, plan or a registration relating to a corporate reorganization or transaction under covered by Rule 145 of 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 registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each such Precluded Holder written notice 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 held by all Initiating Holders). Upon the written request of each Precluded Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with Section 3.52.4, the Company shall, subject to the provisions of Section 1.3(c)1.7, use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder requests has requested to be registered.; provided, however, that 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 1.4 to include any of the Precluded 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 (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine 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 will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Precluded Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering does not include the shares of any other selling shareholders, in which event any or all of Holder’s Registrable Securities may be excluded..

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) conduct an underwritten public offering of any of its stock or other equity securities solely for cash pursuant to an effective registration statement under the Securities Act (other than registrations on Form S-8 or S-4 (or any successor forms) or registrations in connection with the public dividend reinvestment plans and stock purchase plans) including any such offering of such securities (other than (i) a registration relating to a demand undertaken pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan2.3, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), then the Company shall, at such time, shall promptly give each Holder written notice 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 held by all Initiating Holders)proposed underwritten offering. Upon the written request of each any Holder given within twenty (20) days after mailing receipt of such notice by from the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)2.5, use all commercially reasonable efforts to cause to be registered under the Act included in such offering all of the Registrable Securities that each such Holder requests to be registeredincluded therein. The Company shall have the right to select the managing underwriter(s) for any underwritten registration not made pursuant to Section 2.3. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Holders participating in such underwritten offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Holder pertaining exclusively to such Holder. No registration of Registrable Securities effected under this Section 2.4 shall relieve the Company of its obligations pursuant to Sections 2.1, 2.2 or 2.3. As of the date of this Agreement, the Company has not entered into any agreement (other than the Settlement Agreement and Release dated November 10, 2003 relating to X.X. Xxxxx & Co. (the “Settlement Agreement”)) providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4. From and after the date of this Agreement, the Company shall not, other than the agreement to be entered into in connection with the shares to be issued in the Grace settlement in the form provided to the Holders prior to the entry into the Merger Agreement, (a) enter into any agreement providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4 and which does not expressly provide that the Holders in this Agreement have priority over such Persons in any subsequent registration statement or (b) with respect to the Company’s securities, enter into any agreement or arrangement, take any action, or permit any change to occur that violates or subordinates the rights expressly granted to the Holders in this Agreement. Notwithstanding any other provision hereof, Unilever and its Affiliates shall have no rights of notice, to registration or otherwise under this Section 2.4.

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 HoldersPrice) any of its stock or other securities under the Securities Act of 1933 (the "Act") in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which shares underlying the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredWarrant), the Company shall, at such time, promptly give each Holder Price written notice 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 held by all Initiating Holders). Upon the written request of each Holder Price given within twenty (20) days after mailing receipt of such written notice by from the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)this Section, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests shares Price has requested to be registered. If Price elects not to include all of its shares in any registration by the Company, Price shall nevertheless continue to have the right to include any shares in any subsequent registration(s) by the Company of offerings of its securities, all subject to the terms, conditions and limitations set forth herein. In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required to include any of Price's 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 will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including shares held by Price, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters reasonably believe compatible with the success of the offering, then the underwriter(s) may exclude such shares (including shares held by Price) which the underwriters believe will jeopardize the success of the offering from the registration and the underwriting.

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 stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of to participants in a Company stock plan, a registration on Form S-4 (or its successor) relating to a corporate reorganization an offering of shares in connection with any acquisition of any entity or transaction under Rule 145 of the Actbusiness, a registration on any form that 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, Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that or exercise of warrants which are also being registered)) and the Registrable Securities have not theretofore been included in a Shelf Registration Statement pursuant to Section 1.2 that remains effective, the Company shall, at such time, promptly give each Holder written notice 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 held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.3(c)1.8, use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests has requested to be registered. The obligations of the Company under this Section 1.3 with respect to any particular offering may be waived at any time upon the written consent of Holders a majority of the outstanding Registrable Securities. The right of any Holder to request inclusion of Registrable Securities held by it in any registration pursuant to this Section 1.3 shall terminate if all shares of Registrable Securities held or entitled to be held upon conversion by such Holder are eligible to be sold under Rule 144 under the Act during any 90-day period. In any event, such right shall terminate on the fifth anniversary of the date hereof.

Company Registration. (a) If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for stockholders other than 1933 Act, or register or qualify under the Holders) laws of any state, any of its stock Common Stock or securities convertible into or exercisable for Common Stock, on a form under the 1933 Act permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of the Company’s stock, the Company will give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registration, the Company will give the Holders at least 20 days prior written notice of such proposed filing. If a Holder desires to participate in such registration or qualification of Common Stock, or other securities under securities, it shall notify the Act Company, within 20 days in the case of the initial registration and 15 days in the case of subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company decides to proceed with such registration or qualification, the Company will, at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the public offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall 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 (i) a those offered for the Company’s own account shall first be excluded from the registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 statement and provided further that not more than 65% of the Act, a registration on any form that does not include substantially the same information as would be required shares to be included in a such registration statement covering shall be shares to be sold by the sale company. 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 bear all of the Registrable Securitiesexpense of all registrations pursuant to this Section 8.2, except for the pro rata portion of brokerage or a registration in which underwriters’ discounts or commissions relating to the only Common Stock being registered is Common Stock issuable upon conversion shares sold on behalf of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if Holders or other Holders and the Company intends to distribute the securities covered by the registration by means of an underwriting, the right fees and expenses of any Holder one special counsel retained by such Holders or other Holders. It shall not be deemed a default of this Agreement if any such underwriter shall (a) establish a limitation on the number of shares allowed to include its Registrable Securities participate 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 any public offering of the Initiating Holders and such Holder) to Company’s stock which are not being sold for 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 Company’s account (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c65% limitation referred to above), use all commercially reasonable efforts to cause to be registered under or (b) shall require the Act all holders of the Registrable Securities that each such Holder requests Company’s stock, other than the Company, to be registeredagree 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 any of its stock (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that 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, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)securities, the Company shall, at such time, promptly give each Holder written notice of such registration. In On the request of each Holder given within thirty (30) days after such eventnotice by the Company, if the Company intends shall, subject to distribute the securities covered by provisions of Section 1.4(c), cause to be registered under the registration by means 1933 Act all of an underwriting, the Registrable Securities that each such Holder has requested to be registered. 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 its Registrable Securities securities in such registration. The expenses of such withdrawn registration shall be conditioned upon such 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 capital stock, the Company shall not be required under this Section 1.4 to include any requesting Holder’s participation 's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Company, and then only in such underwriting quantity as the underwriters determine 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 Registrable Securities sold other than by the Company (which underwriter or that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be reasonably acceptable required to those Initiating Holders holding a majority 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 held 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 twenty-five percent of the total amount of securities included in such offering; provided further, that the number of shares of Registrable Securities requested by the Holders to be included in such offering shall not be reduced unless all other securities, other than securities registered by the 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 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 Initiating Holders). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredrelated entities and individuals.

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act Securities Act, whether or not for sale for its own account, on a form and in connection with a manner which would permit registration of its shares for sale to the public offering of such securities under the Securities Act (other than (i) a registration statement relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely either to the sale of securities to employees of participants in the Company pursuant to a Company stock option, stock purchase or similar plan, a registration relating an offering or sale of securities pursuant to a corporate reorganization Form S-4 (or transaction under successor form) registration statement, or an SEC Rule 145 transaction), it will each such time give prompt written notice to the Holder of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and upon the written request of the ActHolder delivered to the Company within thirty (30) days after the giving of any such notice, a the Company will effect the registration on any form that does not include substantially under the same information Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder to the extent required to permit the disposition (in accordance with the intended methods thereof as would be required aforesaid). The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. In such event, if the Company intends to distribute the securities to be covered by the registration statement proposed to be filed by means of an underwritingthe Company, 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) all to the extent provided hereinrequired to permit the sale or other disposition by the Holder of such Registrable Securities so registered. All Holders proposing If any registration pursuant to distribute their securities through this SECTION 3.2 shall be, in whole or in part, an underwritten public offering of securities, then the number of Registrable Securities to be included in such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting may be reduced by the Company (which if and to the extent that the managing underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities opinion that such inclusion would adversely affect the marketing, success or offering price of such offering as follows: first, all shares held by other persons requesting inclusion in such offering shall be reduced pro rata among such persons according to the number of shares requested by each such person to be registered, then all Initiating Holders). Upon shares held by the written request of each Holder given within twenty (20) days after mailing of such notice shall be reduced, and finally, shares to be sold by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to shall be registered under the Act all of the Registrable Securities that each such Holder requests to be registeredreduced.