Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least 20% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed is at least $10,000,000 (a “Demand Offering”)5,000,000), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% of the total amount of Registrable Securities requested to be included in such registration by the Initiating Holders, then such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, there are no stop orders in effect and the Company has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.2; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offeringits Initial Offering within 90 days of the time of the Company’s receipt of such written request in which the Initiating Holders have been or will be permitted to include all the Registrable Securities so requested to be registered, other than pursuant subject to a Special Registration Statement within ninety (90) daysSection 2.2(b); (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request under this Section 2.2(c)(v) (together with any similar right in the case of a registration under Section 2.4) shall be exercised by the Company not more than twice in any twelve (12) -month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receives at any time, a written request from the Holders of a majority of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))outstanding, then the Company shall, : (i) within thirty (30) 10 days of the receipt thereof, give written notice of such request to all Holders; (ii) use all reasonable efforts to file as soon as practicable, and in any event within 60 days of the receipt of such request, a registration statement for registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the subsection 1.2(b); and (iii) use all reasonable efforts to cause such registration under the Securities Act of all Registrable Securities that all Holders request statement to be registeredbecome effective. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 subsection 1.2(a), and the Company shall include such information in the written notice referred to in Section 2.2(a) subsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be an underwriter of regional or Section 2.4(a), as applicablenational standing reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such the registration shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holder). All Holders proposing to distribute their securities through such the underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.41.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant heretoto this subsection, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by among all such Holders (Holders, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be excluded from such included in the underwriting shall not be reduced unless all other securities are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2foregoing, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish furnishes to Initiating Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that the Company is engaged in an offering for itself or others or 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 a registration statement to be effected at such timefiled and it is therefore necessary to defer the filing of the registration statement, in which event the Company shall have the right to defer such taking action with respect to the filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) twelve-month period;. (vid) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2 (i) after the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective or (ii) if such demand registration would then be filed within six months of the Initiating Holders propose to dispose initial filing of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to an earlier demand registration under this Section 1.2 or a request made pursuant to registration under Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance1.9.

Demand Registration. (a) Subject to At any time after Terra Silex's fully funding the conditions Third Traunche Funding, a Holder of this Section 2.2, if Registrable Securities with a market value of not less than $500,000 may notify the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) in writing that it demands that the Company file a registration statement under the Securities Act covering the registration of at least a majority all of the Holder's Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceSecurities. Within ten days of receipt of such notice, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, shall give written notice of such request to all HoldersHolders of Registrable Securities, and should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement within ten (10) days of receipt of the Company's notice. The Company shall, subject to the limitations of this Section 2.2subsection 2(b), effecteffect as soon as practicable, as expeditiously as reasonably possibleand in any event within 120 days of the receipt of a Holder's request, the a registration under the Securities Act of all Registrable Securities that all which the Holder, or Holders request to have requested be registeredmade part of such registration statement ("Demand Registration"). (b) If a Holder whose shares are included in the Initiating Holders intend Demand Registration intends to distribute the Registrable Securities covered by their his/her/its request by means of an underwriting, they he/she /it shall so advise the Company as a part of their his/her/its request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a2(a) or Section 2.4(a), as applicableabove. In such event, the right of any Holder to include his/her/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 to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be Company and reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from participating in such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationa Demand Registration. (c) The Company shall not be required is obligated to effect a registration only one Demand Registration pursuant to Section 2 of this Section 2.2: (i) prior Agreement regardless of whether the Holder has elected to the expiration exercise all of the restrictions on transfer set forth its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days without cutback or reduction. In the event the Company breaches its obligation of receipt the preceding sentences, any Holder of a written request from Initiating Holders pursuant Registrable Security which was to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a have been included in such registration statement for a public offering, other than pursuant but was not shall be entitled to a Special second Demand Registration Statement within ninety (90) days; (v) if for such excluded securities and the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 keep such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised effective as required by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Agreement.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive a written request from the Holders of (a majority of the Registrable Securities (the “Initiating HoldersDemand Request”) from any Demand Holder that the Company file a registration statement under the Securities Act covering the registration of at least all or a majority portion of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “owned by such Demand Offering”))Holder, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.2, effect, as expeditiously as reasonably possible, and in any event within ninety (90) days after the date such Demand Request is received, the registration under the Securities Act of all Registrable Securities in accordance with the intended method of distribution thereof that all the Demand Holder, and any Piggyback Holders pursuant to their rights under Section 3.3, request to be registered, subject to the provisions of Section 3.2(c). The Silver Lake Transferee Group shall have the right to make an unlimited number of Demand Requests. (b) If the Initiating Holders intend Demand Holder intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten public offering, they it shall so advise the Company as a part of their request made pursuant to this Section 2.2 3.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable3.4. In such eventconnection with a Demand Request, 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 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 Holders of a majority of the Registrable Securities held being sold by all Initiating Demand Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation in respect of the number of securities related offering shall have the right to be underwritten (select the investment bank or banks and managers to administer such offering, including Registrable Securities) then the lead managing underwriter; provided, that if such Holders decline to exercise such right, the Company shall so advise all Holders of Registrable Securities that would otherwise be select the investment bank or banks and managers to administer the offering, but the Demand Holder shall continue to have such right pursuant to this Section 3.2(b) in any subsequent underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationpublic offering. (c) The Notwithstanding anything herein to the contrary, the Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior 3.2 unless the Registrable Securities requested to be registered by the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2Demand Holder, and such registrations have been declared or ordered effective; (iii) during the period starting together with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining Registrable Securities requested to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined registered by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating any Piggyback Holders pursuant to Section 2.2(a)3.3, are reasonably expected to result in aggregate gross cash proceeds (without regard to any underwriting discount or commission) in excess of (x) fifty million dollars ($50,000,000) in the Company gives notice to the Holders case of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety on Form S-1 or any similar or successor long-form registration or (90y) days; twenty-five million dollars (v$25,000,000) if in the Company shall furnish to Holders requesting case of a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in or any particular jurisdiction in which the Company would be required to qualify to do business similar or to execute a general consent to service of process in effecting such successor short-form registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least fifty percent (50%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000 (a “Demand Offering”))15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration fourth (4th) anniversary of the restrictions on transfer set forth in Section 2.10 following the Initial Offeringdate of this Agreement; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty Lockup Period (180) days following the effective date of the registration statement pertaining to a public offeringas defined below), other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (d) A registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable registration statement has been declared effective by the SEC, or unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.5 (other than as a result of a material adverse change to the Company), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.2.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Initiating Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate resulting in net offering price, net proceeds of underwriting discounts and commissions, would exceed at least $10,000,000 (a “Demand Offering”))20,000,000, then the Company shallwill (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of the receipt thereof, give initial written notice of such request from the Company, to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration be registered under the Securities Act within ninety (90) days of all Registrable Securities that all Holders request to be registeredthe request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.2 2.1 or any request pursuant to Section 2.4 2.3, and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a2.3(a), as applicable. In such event, 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 to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.2 2.1 or Section 2.42.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any , or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration earlier of the restrictions on transfer set forth in Section 2.10 following September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected two (2) three registrations pursuant to this Section 2.2, 2.1 and either (A) all such registrations have been declared or ordered effectiveeffective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following following, the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (1290) month day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or (vii) in any particular jurisdiction in which if the Company would be required has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to qualify to do business this Section 2.1 and such registration has been declared or to execute a general consent to service of process in effecting such registration, qualification or complianceordered effective.

Demand Registration. (ai) Subject to If the conditions Corporation receives at any time after six (6) months following the effective date of this Section 2.2the Corporation’s initial public offering, if the Company shall receive a written request from the Demand Holders of a majority at least twenty-five percent (25%) of the Registrable Securities (the “Initiating Holders”) then outstanding that the Company Corporation file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Securities, then the Company Corporation shall, within thirty ten (3010) business days of after the receipt thereof, give written notice of such request to all Demand Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all which the Demand Holders request to be registered.registered and included in such registration, subject only to the limitations of this Section 5(f); (bii) If the Demand Holders initiating the registration request under this Section 5(f) (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Corporation as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 5(f) and the Company Corporation shall include such information in the written notice referred to in Section 2.2(a5(f)(i) or Section 2.4(a), as applicablehereof. In such event, the right of any Demand Holder to include its such Demand Holder’s Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)Corporation. Notwithstanding any other provision of this Section 2.2 or Section 2.45(f), if the underwriter advises underwriter(s) advise(s) the Company Corporation in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) underwritten, then the Company Corporation shall so also advise all Demand Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated to among the Demand Holders of such Registrable Securities on a pro rata basis based on according to the number of Registrable Securities then outstanding held by all such Holders each Demand Holder requesting registration (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Corporation and other stockholders are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from the registration. (ciii) The Company shall not be required Corporation is obligated to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected only two (2) such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof5(f); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;. (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)Notwithstanding the foregoing, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish Corporation furnishes to Demand Holders requesting the filing of a registration statement pursuant to this Section 2.2 5(f) a certificate signed by the Chairman President or Chief Executive Officer of the Board Corporation stating that in the good faith judgment of the Board of Directors of the CompanyCorporation, it would be seriously detrimental to the Company Corporation and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event then the Company Corporation shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided provided, however, that such the Corporation may not utilize this right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;. (viv) All expenses incurred in connection with a registration pursuant to this Section 5(f), including without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Demand Holders (but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in a registration pursuant to this Section 5(f) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5(f) if the Initiating registration request is subsequently withdrawn at the request of the Demand Holders propose to dispose of shares a majority of the Registrable Securities to be registered; provided, however, that may be immediately registered on Form S-3 pursuant if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation not known to a the Demand Holders at the time of their request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Company would Demand Holders shall not be required to qualify pay any of such expenses and shall retain their rights pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancethis Section 5(f).

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive receives a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated "Initiating Holders") that the Company register shares with an aggregate offering price, net price of underwriting discounts and commissions, would exceed at least $10,000,000 (a “Demand Offering”))5,000,000, then the Company shall, within thirty fifteen (3015) days of after the receipt thereof, give written notice of such request to all non-Initiating Holders, and subject . A non-Initiating Holder must notify the Company within thirty (30) days of receipt of such written notice if such non-Initiating Holder so desires to the limitations of this Section 2.2, have its Registrable Securities registered. The Company will use best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all the Holders (both Initiating Holders and non-Initiating Holders) request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made demand pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 underwriting. The underwriter or underwriters for such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting offering shall enter into an underwriting agreement in customary form with the be a nationally recognized underwriter or underwriters selected for such underwriting by the Holders of owning a majority of the Registrable Securities held by all Initiating Holders (which requested to be included in such offering and reasonably acceptable to the Company and such underwriter or underwriters shall be reasonably acceptable to enter into a reasonable and customary underwriting agreement with the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoparticipating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on among the participating Holders in accordance with the number of Registrable Securities held by all such Holders (including Holders; provided, however, that the Initiating Holders). In no event shall any number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless and until all other securities to be sold by the Company and any Persons that are not Holders are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwriting and registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration earlier of (A) the fifth anniversary of the restrictions on transfer set forth Closing Date (as defined in Section 2.10 the Series C Securities Acquisition Agreement) and (B) six months following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.22.1, and such registrations have been declared or ordered effectiveeffective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer (provided, however, that such two registrations shall not include any registration pursuant to this Section 2.1 in which the number of Registrable Securities registered is reduced by more than twenty percent (20%) of the number of Registrable Securities that the Holders requested to be registered); (iii) during the period starting with the date of filing of, of and ending on the date one hundred eighty ninety (18090) days following the effective date of the a registration statement pertaining to a any underwritten public offering, other than offering made pursuant to a Special Registration Statement this Section 2.1 or in which the Holders were given the opportunity to participate pursuant to Section 2.2 for not less than thirty percent (or such longer period as may be determined by Section 2.10 hereof)30%) of the amount of the offering; provided that the Company makes reasonable good faith efforts to cause such each registration statement to become effectivewas declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within thirty ten (3010) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (902.1(a) days; (v) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman an officer of the Board Company stating either (A) that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timetime or (B) the Company intends to make its Initial Public Offering within sixty (60) days of the date such request was received from the Initiating Holders, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided that provided, that, such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;; provided, further, that the Company shall not disclose any information that could be deemed material non-public information of the Company to any of the Initiating Holders during such delayed period; and (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or. (viid) in any particular jurisdiction in which A requested registration under this Section 2.1 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company would from the Initiating Holder; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2.1 if the Company shall have been reimbursed (pro rata by the Initiating Holders or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided further, however, that such Initiating Holders shall not be required to qualify to do business reimburse the Company if such rescission shall have been caused by, or to execute a general consent to service made in response to, the material adverse effect of process in effecting such registrationan event on the business, qualification prospects, properties, condition (financial or complianceotherwise) or operations of the Company.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority 56% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least all or a majority part of the Registrable Securities then outstanding having (or a lesser percent if the i) an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of not less than $50,000,000 (if the Company has not yet completed its Initial Public Offering) or (ii) an anticipated aggregate offering price, net of underwriting discounts and commissions, of not less than $10,000,000 (a “Demand after the Company completes its Initial Public Offering”)), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all the Initiating Holders request requested to be registeredregistered and any additional Registrable Securities requested to be included in such registration by any other Holder or Holders joining in such request as specified by notice given by each such Holder to the Company within 20 days after receipt of such written notice from the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Common Stock that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company and securities of any other selling stockholders proposed to be sold by the Company or such selling stockholders are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the third anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) six months following the Initial Public Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effectiveeffective by the SEC; (iii) during the period starting with the date of filing with the SEC of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Public Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company Company, gives notice to the Holders of the Companycompany’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) 60 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or business, to execute a general consent to service of process or to subject itself to taxation in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissionsSelling Expenses, would exceed of $10,000,000 (a “Demand Offering”))10,000,000, then the Company shall, within thirty (30) 10 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, and in any event within one hundred and twenty (120) days after the date such request is given by the Initiating Holders, file a registration statement under the Securities Act of covering all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fourth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, provided that a registration shall not be deemed effected until it has been declared as such by the SEC; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offeringits Initial Offering within 90 days, other than pursuant provided that the Company is actively employing in good faith commercially reasonable efforts to a Special Registration Statement within ninety (90) dayscause such registration statement to become effective; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration; and provided, further, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration if any Holder does not request inclusion of the maximum number of shares of Registrable Securities, assuming conversion, allocated to such Holder pursuant to the above-described procedure, in which case the remaining portion of such Holder’s allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the total number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offe1ing within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction.

Demand Registration. (a) Subject to the conditions restrictions of this Section 2.21.1, if at any time after the earlier of thirty-six (36) months after the date of this Agreement or one hundred eighty (180) days following the effective date of a Qualified IPO, Investors holding not less than twenty percent (20%) of the then outstanding Registrable Securities shall have the right, by written notice to the Company, to request that the Company shall receive a written request from the Holders of a majority of register the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Act. The Company shall, within thirty ten (3010) days of the receipt thereofof such notice, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.21.1(b) below, effect, use its best efforts to effect as expeditiously soon as reasonably possible, practicable the registration under the Securities Act of all Registrable Securities that all which the Holders request to be registeredregistered within twenty (20) days of the mailing of such notice by the Company. Any registration of Registrable Securities pursuant to a Registration Statement in accordance with this Section 1.1 is sometimes referred to herein as a “Demand Registration.” (ba) If the Holder(s) requesting the registration (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 1.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a1.1(a), as applicable. In such event, the right of any Holder to include its such Holder’s 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. The managing underwriter or underwriters in such underwriting shall be selected by the Initiating Holders, subject to the approval of the Company (such approval not to be unreasonably withheld) and prior written acceptance of such underwriter or underwriters by the Initiating Holders. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for so selected; provided, however, that no such underwriting by the Holders Holder shall be required to make any representations or warranties except as they relate to such Holder’s ownership of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be reasonably acceptable limited to an amount equal to net proceeds from the Company)offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.41.1, if the underwriter advises the Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities be excluded from being sold in the underwriting by each such underwriting unless all Holder; provided, however, that no securities other securities are first excluded. Any than Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the covered by such registration. (cb) The Holders of Registrable Securities shall be entitled to an aggregate of only two (2) Demand Registrations under this Agreement; provided, however, that the Company shall be obligated to effect as many registrations as may be requested by the Holders in the event and so long as a registration pursuant to Form S-3 or any similar “short-form” registration statement is available, provided that (i) such request must cover Registrable Securities which, together with other securities of the Company entitled to inclusion in such registration, are proposed to be sold at an aggregate price to the public of not less than two million dollars ($2,000,000), and (ii) the Company shall not be required obligated to effect a any such registration pursuant to this Section 2.2: (i) prior to until the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after next calendar year if the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 2.2, and such registrations have 1.1(b) in a calendar year. (c) A registration will not count as a Demand Registration until the related Registration Statement has been declared or ordered effective; (iii) during effective by the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Commission. The Registration Statement relating to the Demand Registration shall remain effective for up to six (6) months. In any registration initiated as a Demand Registration, the Company will pay all Registration Expenses (as defined in Section 1.6 hereof) in connection therewith, whether or such longer period as may be determined by Section 2.10 hereof)not it becomes effective; provided that if the Holders of a majority of the Registrable Securities covered by a Registration Statement which has been filed (or which the Company makes reasonable good faith efforts notifies such Holders it is prepared to file within five days) but not yet become effective shall cause or request the Company to withdraw (or cease the preparation of) any such registration statement Registration Statement, the Holders of a majority of the Registrable Securities covered by such Registration Statement may thereafter request the Company to become effective;reinstate (or recommence preparation of) such Registration Statement, if permitted under the Securities Act, or to file another Demand Registration, in accordance with the procedures set forth herein, only upon agreeing in writing to reimburse the Company for all Registration Expenses over and above those Registration Expenses which the Company would not have incurred had such initial Demand Registration not been withdrawn. (ivd) The Company shall not be required to undergo or pay for any special audit to effect any Registration Statement under this Section 1.1, and if within thirty (30) days of receipt of such a written request from Initiating Holders pursuant special audit would be required in order to Section 2.2(a)file or effect a registration hereunder, the Company gives notice shall be entitled to delay the Holders filing or effectiveness of such Registration Statement until a reasonable period of time following the completion of an audit in the ordinary course of the Company’s intention activities. (e) The Company shall be entitled to file a registration statement postpone for a public offeringreasonable period of time, other than pursuant to a Special Registration Statement within but not in excess of ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) calendar days after receipt of the request of from the Initiating Holders; provided that such right , filing of any Registration Statement otherwise required to delay be prepared and filed by it if the Company, at the time it receives a request shall for registration, reasonably and in good faith believes that it would be exercised by materially disadvantageous to the Company for such filing to be made at the time requested; provided, however, that the Company will not utilize this right more than twice once in any twelve (12) month period;. (vif) if The Company shall not be obligated to file a Registration Statement during (i) the Initiating Holders propose to dispose period ending one hundred eighty (180) days after the effective date of shares the Company’s initial Registration Statement, or (ii) the ninety (90)-day period following the effectiveness of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which other Registration Statement filed by the Company would be required to qualify to do business or to execute a general consent to service in connection with an underwritten offering of process in effecting such registration, qualification or complianceits securities.

Demand Registration. (a) Subject to the conditions last sentence of this Section 2.22(a), any Holder or Holders shall have the right during the Registration Period, by written notice (the "DEMAND NOTICE") given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Shares designated by such Holders; PROVIDED, HOWEVER, that the aggregate value (based on the closing price per share of Common Stock at the respective dates of such notices) of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notices received pursuant to the following sentence shall be at least $ 20 million. Upon receipt of any such Demand Notice, the Company shall promptly (and in no event later than 15 days after receipt of such Demand Notice) notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own written notice to the Company no later than 15 days after receipt of the notice from the Company of the Demand Notice requesting inclusion of a specified number of such Holders' Registrable Securities (the "INCLUSION NOTICE"). In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2. If any such Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the Registrable Shares covered by such Demand Registration (other than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant thereto), the affected Holders will be entitled to an additional Demand Registration pursuant hereto. For purposes of the foregoing, the 120-day period does not have to be consecutive and may be interrupted by Delay Periods or Interruption Periods as set forth herein. It is agreed that the registration of Registrable Shares pursuant to an Inclusion Notice shall not be deemed to be a separate Demand Registration. Nothing in this Section 2(a) shall limit any rights pursuant to Section 3 hereof. (b) The Company, within 45 days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 2(a) hereof, shall file with the SEC, and the Company shall thereafter use commercially reasonable efforts to cause to be declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice (a "DEMAND REGISTRATION"). (c) The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective and to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of the Registrable Shares covered thereby until the earlier of (i) 120 days from the date on which the SEC declares such Registration Statement effective (as such period may be extended pursuant to this Section 2) and (ii) the date on which all the Registrable Shares covered by such Registration Statement (other than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant to such Registration Statement. (d) Except with respect to the first Demand Notice contemplated by Section 2(g) hereof, the Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2 for a reasonable period of time, but not in excess of 90 days (a "DELAY PERIOD"), if the Board of Directors of the Company determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall receive so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written request notice from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Shares that were to be registered to the Company file a registration statement under the Securities Act covering the registration of at least a majority within 30 days after receipt of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to all Holders, and subject to which the limitations Holders of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Shares are entitled pursuant to this Section 2.2 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "EFFECTIVENESS PERIOD." The Company shall not be entitled to initiate a Delay Period or any request an Interruption Period unless it shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders (excluding exercise of options pursuant to a Form S-8) and (B) forbid purchases and sales in the open market by senior executives of the Company. (e) Except with respect to the first Demand Registration contemplated by Section 2.4 and 2(g) hereof, the Company shall not include such information any securities that are not Registrable Shares in any Registration Statement filed pursuant to this Section 2 without the prior written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right consent 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 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 Holders of a majority in number of the Registrable Securities Shares held by all Initiating Holders covered by such Registration Statement, which consent shall not be unreasonably withheld. (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision f) Holders of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation majority in number of the number of securities Registrable Shares to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration Registration Statement pursuant to this Section 2.2: (i) 2 may, at any time prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Shares who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was pursuant to Section 2(d) (for a postponement) or was based on the Company's failure to comply in any material respect with its obligations hereunder, such reimbursement shall not be required, and such registration statement pertaining shall not count against the maximum number of Demand Registrations to a public offeringwhich the applicable Holders are entitled under Section 2(a). In addition, other than if pursuant to the terms of this Section 2(f), the Holders reimburse the Company for its out-of-pocket expenses incurred in the preparation, filing and processing of any Registration Statement requested, and subsequently revoked by such Holder(s), such registration shall not count against the maximum number of Demand Registrations to which the applicable Holder(s) are entitled under Section 2(a). (g) Notwithstanding anything herein to the contrary, the Stockholders hereby give their first Demand Notice to the Company as set forth on Schedule I hereto, subject to their right to revoke such request pursuant to Section 2(f), and understand and agree that the Company intends to include authorized but unissued Company Common Stock for sale in such Registration pursuant to a Special Registration Statement (firm commitment Underwritten Offering. In the event the managing underwriter or underwriters participating in such longer period as may be determined by Section 2.10 hereof); provided that offering advise in writing the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to and the Holders of Registrable Shares to be included in such offering that the Company’s intention total number of Registrable Shares and shares of Company Common Stock to file a registration statement for a public offeringbe sold by the Company to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares and other shares of Company Common Stock to be sold), other than pursuant then the amount of shares to a Special Registration Statement within ninety be offered shall be reduced in the following order of priority: (90i) days; (v) if first, the amount of Company Common Stock to be sold by the Company shall furnish be reduced, to Holders requesting a registration statement pursuant the extent necessary, until such amount equals zero, and (ii) second, to this Section 2.2 a certificate signed by the Chairman extent necessary, the amount of Registrable Shares shall be reduced pro rata on the basis of the Board stating that in the good faith judgment number of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Registrable Shares to be effected at registered by each such time, in which event Holder. It is understood that the Company shall have the right to defer such filing second Demand Notice may not be given for a period of at least six months after the completion of the sale of Registrable Shares effected pursuant to the first Demand Registration, and that the third Demand Notice may not more than one hundred twenty (120) be given for a period of at least twelve months after the completion of the sale of Registrable Shares effected pursuant to the second Demand Registration, and that no Demand Notice will be given for a period of 120 days after receipt the sale of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 Company Common Stock pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction Registration Statement in which the Company would be required Holders have been given an opportunity to qualify participate as provided in Section 3(a) hereof and have either sold any shares as part of such offering or have elected not to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceparticipate.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least seventy-five percent (75%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.2(a) or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration second anniversary of the restrictions on transfer set forth in Section 2.10 following the Initial Offeringdate of this Agreement; (ii) after the Company has effected two one (21) registrations registration pursuant to this Section 2.2, and such registrations have registration has been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If at any time the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Purchaser Request that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, effect, shall file (as expeditiously as reasonably possiblepracticable, and in any event within thirty (30) days of the receipt of such request) and use its commercially reasonable best efforts to have declared effective, a registration statement under the Securities Act of with respect to all Registrable Securities that all which the Holders request to be registeredregistered within eighteen (18) days of the mailing of such notice by the Company in accordance with Section 8(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holders). In no event shall any of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be excluded from covered by such underwriting unless all registration if the inclusion of such other securities are first excluded. Any would result in a reduction of the number of Registrable Securities excluded covered by such registration or withdrawn from included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting shall be withdrawn from other securities would adversely impact the registrationmarketing of such offering. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected only two (2) registrations pursuant to this Section 2.2, (and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause only if such registration statement to become effective; would include Registrable Securities with an aggregate value of at least ten million dollars (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a$10,000,000), calculated using the Company gives notice to the Holders closing price of the Company’s intention to file a registration statement for a public offering, other than Common Shares on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to a Special Registration Statement within ninety Purchaser Requests under this Section 3 (90) days;an offering which is not consummated shall not be counted for this purpose). (vd) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 3, a certificate signed by the Chairman chief executive officer of the Board 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 statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided Purchaser Request provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least seventy-five percent (75%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided that the number of Registrable Securities held by the Holders to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial a Demand Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; provided that, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions hereunder fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) daysdays of receipt of such written request and 90 days after the effective date of such registration statement, provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after April 1, 1998, a written request from the Initiating Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Securities, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2(b), effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all at least 25% of the Registrable Securities held by such Initiating Holder on a pro rata basis; provided, however, that all Holders request to be registeredthe Company may register less than 25% of such Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $5,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its his 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders holders of such Registrable Securities registrable securities on a pro rata basis based on the number of Registrable Securities registrable securities held by all such Holders holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected more than two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;. (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not no more than twice once in any twelve (12) month one-year period;. (vie) All expenses incurred in connection with a registration pursuant to this Section 2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn, unless the withdrawal of the registration request results from either (a) intentional actions by the Company outside the normal course of business that materially reduce the feasibility of the registration proceeding, or (b) the discovery of information about the Company that was not known at the time of the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Holders' request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which 2.2(a), and such information materially reduces the feasibility of the registration proceeding. If the Company would be is required to qualify pay the registration expenses pursuant to do business this Section 2.2(e)(a) or (b), then the Holders shall not forfeit their rights pursuant to execute this Section 2.2 to a general consent to service of process in effecting such demand registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Five Million Dollars ($10,000,000 (a “Demand Offering”5,000,000)), then the Company shall, within thirty (30) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In ; provided, however, that no event shall any Registrable Securities shall be excluded from such underwriting unless and until all other securities are first of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to two hundred and seventy (270) days after the expiration date of the restrictions on transfer set forth in Section 2.10 following the Initial Offeringthis Agreement; (ii) after the Company has effected two one (21) registrations registration pursuant to this Section 2.2, and such registrations have registration has been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;and (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company 2.1 If Newco shall receive a written request from Sprint, or if Sprint is not a Holder at such time, from Holders who in the Holders of aggregate hold a majority of the Registrable Securities (in either case, collectively, the “"Initiating Holders”") that the Company Newco file a registration statement Registration Statement under the Securities Act covering the registration of at least a majority any or all of the such Holder's Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Securities, then the Company shall, Newco shall (i) within thirty (30) 10 days of the receipt thereof, give written notice of such request to all HoldersHolders of outstanding Registrable Securities known to Newco and to any additional addressees provided to Newco by any transferee of any Holder, and (ii) subject to the limitations of contained in this Section 2.2, effectArticle 2, as expeditiously soon as reasonably possiblepracticable and in any event within 45 days of the receipt of such request, file the Registration Statement to effect registration under the Securities Act of covering all Registrable Securities that all for which Newco receives a request from the Holders request and transferees thereof within 30 days of the delivery of the notice by Newco as required in clause (i) above. Newco, however, shall not be required to file a Registration Statement pursuant to this Article 2 unless the aggregate number of Registrable Securities requested to be registeredregistered is greater than 750,000 (as adjusted to reflect stock splits, reverse stock splits, stock dividends and similar actions). (b) Section 2.2 If the an Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company Newco as a part of their its request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 and the Company Newco shall include such information in the written notice to the Holders referred to in Section 2.2(a) or Section 2.4(a), as applicable2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities sell Registrable Securities through such underwriting (together with Newco as provided in Section 4.1(ix) of this Agreement and any other holder of shares of Common Stock permitted to participate in such registration pursuant to this Section 2.2) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders Initiating Holder(s) (provided the same are underwriters of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable recognized national standing, and provided that such selection is subject to the Companyapproval of Newco, which shall not be unreasonably withheld) upon the terms and conditions agreed upon among Newco, the Initiating Holder(s) and such underwriter(s). Notwithstanding any other provision of this Section 2.2 or Section 2.4Article 2, if the underwriter advises underwriter(s) advise the Company Initiating Holder(s) and Newco in writing that marketing or other factors require a limitation of the number of securities Registrable Securities to be underwritten (including Registrable Securities) underwritten, then the Company Newco shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holder(s), in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held which each Holder requested to be included in such registration; provided, that there shall be no reduction in the number of shares included in the registration by Sprint or its successor until all such shares of Holders (including the Initiating Holders). In no event shall any Registrable Securities be other than Sprint or its successor have been excluded from such underwriting unless all other securities are first excludedregistration. Any If the number of Registrable Securities excluded to be underwritten has not been so limited, Newco may include shares of Common Stock for its own account (or withdrawn from for the account of other shareholders) in such registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional shares will not adversely affect the offering and successful marketing of the Registrable Securities included in such registration and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting shall will not thereby be withdrawn from the registrationlimited. (c) The Company Section 2.3 Newco shall not be required obligated to effect a total of more than four (4) registrations and shall not be obligated to cause any registration pursuant to this Section 2.2: (i) Article 2 to be declared effective unless at least nine months have elapsed since the prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations Registration Statement filed pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement Article II ceased to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceeffective.

Demand Registration. (a) Subject to Commencing immediately upon the conditions date of this Section 2.2Closing (as defined in the Placement Agreement), if the Company shall receive any Requesting Holders may make a written request from to the Holders of a majority of the Registrable Securities Company (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act covering (or a similar document pursuant to any other statute then in effect corresponding to the 1933 ▇▇▇) ▇▇vering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceStock. In such event, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shallshall (x) within ten (10) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its best efforts to cause to be registered under the 1933 Act all Registrable Stock that the Requesting Holders and such other Holders have, within thirty forty-five (3045) days of after the receipt thereofCompany has given such notice, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to requested be registered. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.2(a2.(a) or Section 2.4(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriters. Such underwriter or underwriters shall be reasonably acceptable selected by a majority in interest of the Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the Company). obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and provided further, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) Notwithstanding any other provision of this Section 2.2 or Section 2.42 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Company Requesting Holders in writing that in its opinion marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) then underwritten, the Company Requesting Holders shall so advise all Holders of Registrable Securities Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in the underwriting such underwritten offering shall be allocated among all such Holders, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders amount of Registrable Stock requested to be included in such registration by each Holder at the time of filing the registration statement; provided, that in the event of such Registrable Securities on a pro rata basis based on limitation of the number of shares of Registrable Securities held Stock to be underwritten, the Holders shall be entitled to an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw by all such Holders (including written notice to the Initiating Company, the managing underwriter and the Requesting Holders). In no event The securities so withdrawn shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall also be withdrawn from the registration. (cd) The Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2.2:2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and provided further, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (ie) prior The Company shall be obligated to the expiration effect and pay for a total of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected only two (2) registrations pursuant to this Section 2.22, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders unless increased pursuant to Section 2.2(a)2.(c) hereof; provided, the Company gives notice to the Holders of the Company’s intention to file that a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement requested pursuant to this Section 2.2 a certificate signed 2 shall not be deemed to have been effected for purposes of this Section 2.(e), unless (i) it has been declared effective by the Chairman Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3.(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Board stating that in the good faith judgment Commission (other than any such action prompted by any act or omission of the Board of Directors Holders), and (iv) no limitation of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose number of shares of Registrable Securities that may Stock to be immediately registered on Form S-3 pursuant to a request made underwritten has been required pursuant to Section 2.4 below; or (vii2.(c) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancehereof.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Holders of a majority who together hold in aggregate not less than 25% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.1 or any request pursuant to Section 2.4 2.3 and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a2.3(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 2.1 or Section 2.42.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration date one hundred eighty (180) days following the effective date of the restrictions on transfer set forth in registration statement pertaining to the IPO (or such longer period as may be determined pursuant to Section 2.10 following the Initial Offering2.9 hereof); (ii) after the Company has effected two (2) registrations pursuant to this Section 2.22.1, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing ofif, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.1 a certificate signed by the Chairman of the Board (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 F-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least twenty five percent (25%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)7,500,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, (i) file, as expeditiously as reasonably possible, and in any event no later than one hundred (100) days following the receipt of such written request, a registration statement pursuant to the Securities Act covering all Registrable Securities that all Holders request to be registered, and (ii) effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall ; provided, however, that in any offering other than the Initial Offering or a SPAC Transaction, the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial OfferingOffering or SPAC Transaction; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than pursuant to a Special Registration Statement; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Stockholders that the Company file a registration statement Form S-1 with respect to at least fifty percent (50%) of the Registrable Securities then outstanding, then the Company shall as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Stockholders, file a Form S-1 under the Securities Act covering the registration of at least a majority of the all Registrable Securities then outstanding (or a lesser percent if that the anticipated aggregate offering priceStockholders requested to be registered, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registeredSections 2.2(b) and 2.2(c). (b) If the Initiating Holders Stockholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable2.4. In such event, the right of any Holder the Stockholders to include its their Registrable Securities in such registration shall be conditioned upon such Holder’s the Stockholders’ participation in such underwriting and the inclusion of such Holder’s the Stockholders’ Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Stockholders shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders Stockholders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders the Stockholders, provided, no such reduction shall reduce the amount of Registrable Securities that would otherwise be underwritten pursuant heretoof the Stockholders below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the number Registrable Securities of shares that the Stockholders may be included excluded in accordance with the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excludedimmediately preceding sentence. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to one hundred eighty (180) days after the expiration effective date of the restrictions on transfer set forth in Section 2.10 following the Initial Offeringregistration statement for an IPO; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared declared, have been ordered, or ordered have become effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, offering (other than pursuant a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Special Registration Statement (Rule 145 transaction on Form S-4 or such longer period as similar forms that may be determined by Section 2.10 hereofpromulgated in the future); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders the Stockholders pursuant to Section 2.2(a), the Company gives notice to the Holders Stockholders of the Company’s intention to file a registration statement for make a public offering, other than pursuant to a Special Registration Statement offering within ninety (90) days; provided that, the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer (as defined below) to a Permitted Transferee (as defined below) in which case the following proviso shall not apply, this clause (iv) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (v) if the Company shall furnish to Holders requesting a registration statement the Stockholders pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental Seriously Detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating HoldersStockholders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;; provided, further, however, that in the event of the suspension of effectiveness of any registration statement pursuant to this Agreement, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; or (vi) if the Initiating Holders Stockholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance2.4.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the The Holders of not less than a majority of the Registrable Securities Shares then held by all Holders shall have the right, during the period (the “Initiating Holders”"Registration Period") that commencing on the date of this Agreement and ending as to each Holder on the later of (x) the third anniversary of the date of this Agreement and (y) if such Holder is an Affiliated Holder, the date such Holder shall cease to be an Affiliated Holder, by written notice (the "Demand Notice") given to the Company, to request the Company file a registration statement to register under and in accordance with the provisions of the Securities Act covering the registration of at least a majority all or any portion of the Registrable Securities Shares designated by such Holders; provided, however, that the aggregate number of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least 4,000,000 or the remaining Registrable Shares, if less. For purposes of this Agreement, a Holder shall be deemed to hold as of any relevant date all Registrable Shares issuable upon conversion of any Exchange Preferred Stock then outstanding held by such Holder. Upon receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or a lesser percent if during the anticipated aggregate time of) such offering price, net without delaying or jeopardizing the success of underwriting discounts and commissions, would exceed $10,000,000 such offering (a “Demand Offering”)including the price per share of the Registrable Shares to be sold), then the Company shall, within thirty (30) days amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the receipt thereof, give written notice number of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request Shares to be registered. (b) If registered by each such Holder or on such other basis as the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company may agree. The Holders as a part of their request made group shall be entitled to three Demand Registrations pursuant to this Section 2.2 2(a)(i). Any Demand Registration that does not become effective or any request pursuant to Section 2.4 and is not maintained for the Company shall include such information in the written notice referred to period (whether or not continuous) specified in Section 2.2(a2(c) (or Section 2.4(a), such shorter period as applicable. In such event, 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 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 Holders of a majority of terminate when all the Registrable Securities held Shares covered by all Initiating Holders (which underwriter or underwriters such Demand Registration have been sold pursuant thereto) shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of not reduce the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated Demand Registrations available to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationhereunder. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority any of the Registrable Securities GA Holder, the Benchmark Holder or the Housatonic Holder as a group, acting through its designee (such requesting Holder, the “Initiating HoldersHolder”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the “Demand Registration”) with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000 (a “Demand Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders Holder (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that marketing factors require a limitation the aggregate amount of the number of securities such Registrable Securities requested to be underwritten (including Registrable Securities) included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall so advise all Holders include in such registration only the aggregate amount of Registrable Securities that would otherwise the underwriter believes may be underwritten pursuant hereto, sold without any such material adverse effect and shall reduce the number amount of shares that may Registrable Securities to be included in such registration, first as to the underwriting shall be allocated Company, second as to the Holders of (including the Initiating Holder) who requested to participate in such Registrable Securities on registration (as a group, if applicable), pro rata basis within each group based on the number of Registrable Securities held owned by each such Holder. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Persons or the Affiliates of such Holder shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration“Holder,” as defined in this sentence. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.2 for any Holder: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) for each of the GA Holder, the Benchmark Holder and the Housatonic Holder, after the Company has effected two (2) registrations for such Initiating Holder pursuant to this Section 2.2, and such registrations have been declared or ordered effective and remain continuously effective for the lesser of (i) the period during which all Registrable Securities registered in such registration are sold and (ii) 120 days; provided, that (x) after such registration has become effective;, such registration or the related offer, sale or distribution of Registrable Securities thereunder has not been interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holder and such interference is not thereafter eliminated and (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration are satisfied or waived, unless any failure of such conditions to be satisfied or waived is by reason of a failure by the Initiating Holder. (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that (i) 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 statement to be effected at such timetime or (ii) the Company intends to file a registration statement for a public offering within ninety (90) days other than pursuant to a Special Registration Statement, in which event then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating HoldersHolder; provided that such the Company’s right to delay either a request Demand Registration under this Section 2.2(c)(iv), a S-3 Registration under Section 2.4(c)(iv) or to institute a Suspension Period under Section 2.6(a) shall be exercised by the Company not more than twice once in any twelve (12) month period and in the aggregate shall not be in effect for more than ninety (90) days in any three hundred and sixty five (365) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If at any time the Company shall receive (i) a written request from Purchaser Request, so long as the Purchaser Holders of a majority hold at least 30% of the Registrable Securities acquired by them on the date hereof, or (ii) a written Registration Request after the “Initiating Holders”) Purchaser Holders no longer hold at least 30% of the Registrable Securities acquired by them on the date hereof, that the Company file a registration statement Registration Statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, effect, as expeditiously as reasonably possible, the registration shall use its reasonable best efforts to prepare and file a Registration Statement under the Securities Act of with respect to all Registrable Securities that all which the applicable Holders request to be registeredregistered within ten (10) days of the mailing of such notice by the Company, in accordance with Section 9(g) below (as expeditiously as practicable), and use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. (b) If the Initiating applicable Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwriting (whether it is on a firm commitment or best efforts (i.e., registered direct) basis), they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, among the Purchaser Holders that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such Purchaser Holders, until such Purchaser Holders have included in the underwriting all shares requested by such Purchaser Holders to be included, (including the Initiating Holders). In no event shall any ii) then, among Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all shares requested by such Holders to be excluded from such underwriting unless included, and (iii) thereafter, among all other securities are first excludedholders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Any Without the consent of a majority in interest of the Holders of Registrable Securities excluded or withdrawn from such underwriting participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be withdrawn from covered by such registration if the registrationinclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. (c) The Company shall be obligated to effect only four (4) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Common Stock on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 3 (an offering which is not consummated shall not be required counted for this purpose). (d) Notwithstanding the foregoing, the Company shall not be obligated to effect file a registration Registration Statement pursuant to this Section 2.2: 3, (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the 90 day period starting with the date of filing of, and ending commencing on the date one hundred eighty (180) days following the effective date of the any other registration statement pertaining filed by the Company relating to a the public offering, offering of its Common Stock or securities convertible into Common Stock (other than pursuant to a Special Registration Statement on Forms S-4 or S-8 or any successor thereto) or (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (vii) if the Company shall furnish to the applicable Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman chief executive officer of the Board Company stating that that, in the good faith judgment of the Board of Directors of the Company, it the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request or the Registration Request, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its demand registration obligation under clause (i) above. (e) Notwithstanding the foregoing, if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be seriously materially detrimental to the Company and its stockholders for such registration statement Registration Statement to be effected at remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such timeRegistration Statement’s effectiveness, in which event the Company shall have the right to defer suspend such filing effectiveness for a period of not more than one hundred twenty sixty (12060) days in the aggregate after receipt of the request of Purchaser Request or the Initiating HoldersRegistration Request; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority Investors holding at least thirty percent (30%) of the Registrable Securities then outstanding and held by the Investors (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of at least a majority all or any portion of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net after deduction of underwriting discounts and commissions, would exceed of at least $10,000,000 (a “Demand Offering”))10,000,000, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the CompanyHolders). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if If the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event ) or in such other proportion as shall any mutually be agreed to by all such selling Holders; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration by the Investors shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the five year anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement, or (B) six (6) months following the Initial effective date of the registration statement of the Qualified Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement Company-initiated registration (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided provided, that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Qualified Offering within ninety (90) days, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or; (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (viii) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (c)(viii) above to firmly underwrite the offer.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act or comparable document filed with a foreign securities commission or regulatory authority covering the registration of at least a majority fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent percentage if the anticipated proposed aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act or pursuant to a receipt issued for a final prospectus by the applicable securities commission or regulatory authority in a foreign jurisdiction of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters mutually selected for such underwriting by the Holders of Company and a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. Except as otherwise provided in this Section 2.2(b), the Company shall be entitled to include in any registration statement referred to in this Section 2.2 shares of Common Stock to be sold by the Company for its own account. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the second anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) daysdays of the date of such request; (v) if if, within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it such registration would reasonably be seriously detrimental expected to have a material adverse effect on the Company and its stockholders for such registration statement to be effected at such timestockholders, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Initiating Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate resulting in net offering price, net proceeds of underwriting discounts and commissions, would exceed at least $10,000,000 (a “Demand Offering”))30,000,000, then the Company shall, within thirty will (30x) days of the receipt thereof, promptly give written notice of such request the requested registration to all HoldersHolders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and subject all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the limitations Company within 30 days after receipt by such Holder or Holders of this Section 2.2initial written notice from the Company, effect, as expeditiously as reasonably possible, the registration to be registered under the Securities Act within 90 days of all Registrable Securities that all Holders request to be registeredthe request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.2 2.1 or any request pursuant to Section 2.4 2.3, and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a2.3(a), as applicable. In such event, 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 to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.2 2.1 or Section 2.42.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any , or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration earlier of the restrictions on transfer set forth in Section 2.10 following December 31, 2014 or six months after the Initial Offering; (ii) after the Company has effected two (2) three registrations pursuant to this Section 2.2, 2.1 and either (A) all such registrations have been declared or ordered effectiveeffective or (B) the request for such registration statement has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following following, the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or (vii) in any particular jurisdiction in which if the Company would be required has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to qualify to do business this Section 2.1 and such registration has been declared or to execute a general consent to service of process in effecting such registration, qualification or complianceordered effective.

Demand Registration. (a) Subject The Company hereby agrees to use its best efforts to register all or any portion of the conditions Registrable Shares on one (1) occasion upon receipt of this Section 2.2, if the Company shall receive a written request from a holder (the Holders "Holder" or "Holders") of a majority record of the Registrable Securities (the “Initiating Holders”) Shares that the Company file a registration statement under the Securities 1933 Act covering the registration of at least a majority of the Registrable Securities Shares then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the outstanding. The Company shall, within thirty twenty (3020) days of the its receipt thereof, give written notice of such request to all Holders, and subject holders of record of Registrable Shares. The Holders of said Registrable Shares shall then have fifteen (15) days from the date of mailing of such notice by the Company to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities request that all Holders request to or a portion of their respective Registrable Shares be registeredincluded in said registration. (b) If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 2.2(a1(a) or Section 2.4(a), as applicableabove. In such event, the right of any Holder to include its Registrable Securities Shares 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 Shares in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority mutual agreement of the Registrable Securities held by all Company and the Initiating Holders (Holder, which underwriter or underwriters agreement shall not be reasonably acceptable to the Company)unreasonably withheld. Notwithstanding any other provision of this Section 2.2 or Section 2.41, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holder shall so advise all Holders of Registrable Securities that Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by among all Holders that have requested to participate in such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company Each such registration shall not be required to effect remain effective for a registration pursuant to this Section 2.2: (i) prior to the expiration period of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following days, unless the effective date Initiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the Company advises the Holders that the registration statement pertaining is required to a public offeringbe amended under applicable federal securities laws, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided the Holders shall suspend any further sales of their Registrable Shares, until the Company advises them that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within statements has been amended, but not more than thirty (30) days. The one hundred eighty (180)-day time period referred to in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of receipt of a written request from Initiating Holders business days during which the right to sell the Registrable Shares was suspended pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days;preceding sentence. (ve) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of exclude an underwriter not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right reasonably acceptable to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceit.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least one million dollars ($10,000,000 1.000,000.00) (a “Demand "Qualified Public Offering”)"), then the Company shall, within thirty (30) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 hereof and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a)) hereof, as applicable. In such event, the right of any 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form (subject to the last two sentences of this paragraph) with the underwriter or underwriters selected for such underwriting by the Initiating Holders of holding at least a majority of the Registrable Securities then outstanding held by all the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.4 hereof, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. All of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders. The Company shall use its reasonable efforts to ensure that no Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriters. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the fourth anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)) hereof, the Company gives notice to the Holders of the Company’s 's intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement make its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least 25% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))outstanding, then the Company shall, within thirty (30) 10 business days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registeredregistered in the manner specified by the Initiating Holders. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request (the “Covered Registrable Securities”) by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Covered Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Covered Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Covered Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Covered Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Covered Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Covered Registrable Securities on a pro rata basis based on the number of Covered Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Covered Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the expiration of Company is already subject to service in such jurisdiction and except as may be required by the restrictions on transfer set forth in Section 2.10 following the Initial OfferingSecurities Act; (ii) after During the period starting with the date 60 days prior to the Company’s good faith estimated date of filing of, and ending on the date 180 days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities pursuant to a Special Registration Statement); provided that the Company is actively employing its best efforts to cause such registration statement to become effective; (iii) After the Company has effected two (2) such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, effective and ending on the date one hundred eighty (180) days following the effective date pursuant to which at least 51% of the Covered Registrable Securities have been sold or remain sellable; provided, however, that if any such registration statement pertaining to is terminated or withdrawn at the request of the Holders holding a public offering, other than majority of the outstanding Registrable Securities pursuant to a Special Registration Statement (or such longer period as may be determined by registration initiated under Section 2.10 hereof2.2(a); provided that the Company makes reasonable good faith efforts , prior to cause such registration statement being declared or ordered effective, then the Company shall have been deemed to become effective; (iv) if within thirty (30) days of receipt of have effected a written request from Initiating Holders registration pursuant to Section 2.2(a); provided further, the Company gives notice to however, that if the Holders holding a majority of the outstanding Registrable Securities elect to withdraw a registration statement pursuant to Section 2.2(a) as a result of the material adverse change in the business, assets, prospects, or operations of the Company’s intention to file , such registration shall not be counted as a registration statement demand for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days;purposes of Section 2.2(a); or (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 the Initiating Holders, a certificate signed on behalf of the Board by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty 90 days (120the “Delay Period”) days after receipt of the request of the Initiating Holders; provided that that, such right to delay a request shall be exercised by the Company not no more than twice as to a registration demand under this Section 2.2 in any twelve (12) month rolling one-year period;; provided further, that the Company may delay any such additional requests pursuant to Section 2.2 received during the Delay Period until the termination of the Delay Period. (vid) if Except for registration statements on Form S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 requesting sale pursuant to a request made an underwritten offering pursuant to this Section 2.4 below; or 2.2 until the earlier to occur of (viii) in any particular jurisdiction in which 90 days following the Company would be required to qualify to do business effectiveness of such registration statement or to execute a general consent to service (ii) the completion of process in effecting such registration, qualification or compliancethe Period of Distribution of the registration contemplated thereby.

Demand Registration. (a) Subject to Commencing ninety (90) days after the conditions date of this Section 2.2Closing (as defined in the Investor Agreement), if the Company shall receive any Requesting Holders may make a written request from to the Holders of a majority of the Registrable Securities Company (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act (or a similar document pursuant to any other statute then in effect corresponding to the ▇▇▇▇ ▇▇▇) covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceStock. In such event, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shallshall (x) within ten (10) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its best efforts to cause to be registered under the 1933 Act all Registrable Stock that the Requesting Holders and such other Holders have, within thirty forty-five (3045) days of after the receipt thereofCompany has given such notice, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to requested be registered. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.2(a2(a) or Section 2.4(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriters. Such underwriter or underwriters shall be reasonably acceptable selected by a majority in interest of the Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the Company). obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and provided further, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) Notwithstanding any other provision of this Section 2.2 or Section 2.42 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Company Requesting Holders in writing that in its opinion marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) then underwritten, the Company Requesting Holders shall so advise all Holders of Registrable Securities Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in the underwriting such underwritten offering shall be allocated among all such Holders, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders amount of Registrable Stock requested to be included in such registration by each Holder at the time of filing the registration statement; provided, that in the event of such Registrable Securities on a pro rata basis based on limitation of the number of shares of Registrable Securities held Stock to be underwritten, the Holders shall be entitled to an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw by all such Holders (including written notice to the Initiating Company, the managing underwriter and the Requesting Holders). In no event The securities so withdrawn shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall also be withdrawn from the registration. (cd) The Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on the a date one hundred eighty ninety (18090) days following the effective date of the of, a registration statement pertaining to a public offeringoffering of securities for the account of the Company; provided, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective;; and provided further, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (ive) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant The Company shall be obligated to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement effect and pay for a public offering, other than pursuant to a Special Registration Statement within ninety total of only one (901) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2, unless increased pursuant to Section 2(c) hereof; provided, that a certificate signed registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(e), unless (i) it has been declared effective by the Chairman Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Board stating that in the good faith judgment Commission (other than any such action prompted by any act or omission of the Board of Directors Holders), and (iv) no limitation of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose number of shares of Registrable Securities that may Stock to be immediately registered on Form S-3 pursuant to a request made underwritten has been required pursuant to Section 2.4 below; or (vii2(c) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancehereof.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request (a “Receipt of Registration Request”) from the Holders of at a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))outstanding, then the Company shall, within thirty (30) days of the receipt thereofReceipt of Registration Request, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use best efforts to effect, as expeditiously as reasonably possiblewithin ninety (90) days of Receipt of Registration Request, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of at least a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) December 31, 2022 or (B) six (6) months after the effective date of the restrictions on transfer set forth in Section 2.10 following first registration statement filed by the Initial OfferingCompany under the Securities Act; (ii) if the anticipated net offering proceeds resulting from the sale of Registrable Securities for such registration are less than $50,000,000; (iii) after the Company has effected two three (23) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iiiiv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (ivv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (vvi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vivii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viiviii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Qualified Public Offering”)), then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possiblepossible and in any event within sixty (60) days after the date such request is given by the Initiating Holders, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be Company and reasonably acceptable to a majority in interest of the Company)Initiating Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iiiii) during prior to the period starting with earlier of (A) the third anniversary of the date of filing of, and ending on the date this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iviii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 the Initiating Holders, a certificate signed by the Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timetime because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (d) A registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, and forfeit their right to one demand registration statement pursuant to Section 2.5, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.2. Registrations effected pursuant to this Section 2.2 shall not be counted as demands for registration or registrations effected pursuant to Section 2.4.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if and for which the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use reasonable best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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, subject to the approval of the Holders of a majority at least fifty-five percent (55%) of the Registrable Securities held by all Initiating Holders (Holders, which underwriter approval shall not be unreasonably withheld or underwriters shall be reasonably acceptable to the Company)delayed. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of after receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.23.4, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the having reasonably anticipated aggregate offering price, net gross proceeds of underwriting discounts and commissions, would exceed at least $10,000,000 (a “Demand Offering”))35,000,000, then the Company shall, within thirty (30) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.4, file and use reasonable best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act and applicable state securities Laws of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.43.4, if the managing underwriter or underwriters advises the Company and the Holders in writing that in the good faith judgment of such managing underwriter or underwriters the marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.23.4: (i) prior during any period in which the Company is eligible to use Form S-3 (in which case the Holders shall have the rights to registration and Shelf Take-Downs set forth in, and subject to the expiration of the restrictions on transfer set forth in limitations of, Section 2.10 following the Initial Offering3.2); (ii) subject to Section 3.4(d), after the Company has effected two (2) registrations pursuant to this Section 2.23.4, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offeringoffering subject to Section 3.3, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of after receipt of after a written request from Initiating Holders pursuant to Section 2.2(a3.4(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offeringoffering subject to Section 3.3, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 3.4 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request (together with any similar right set forth in Section 3.2 or Section 3.7(a)) shall be exercised by the Company not more than twice three (3) times in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case, where the Company would not otherwise be required to so qualify or execute a general consent, as applicable, but for such registration pursuant to this Section 3.4. (d) Notwithstanding any other provision of this Agreement, a registration pursuant to Section 3.2 or requested pursuant to this Section 3.4 shall not be deemed to have been effected (i) if the registration statement is withdrawn without becoming effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority for any reason other than a misrepresentation or an omission by an Initiating Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; provided, that if such registration is a Shelf Registration Statement pursuant to Section 3.2, such registration shall be deemed to have been effected if such Shelf Registration Statement remains effective for the period specified in Section 3.7(a), (iii) if not a Shelf Registration Statement and the registration does not contemplate an underwritten offering, if the applicable registration statement does not remain effective for at least 180 days (or such shorter period as will terminate when all securities covered by such registration statement have been sold or withdrawn); or if not a Shelf Registration Statement and such registration statement contemplates an underwritten offering, if it does not remain effective for at least 180 days plus such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by Law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer or (iv) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by the Initiating Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Holders of a majority who together hold in aggregate not less than 50% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 50% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.1 or any request pursuant to Section 2.4 2.3 and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a2.3(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 2.1 or Section 2.42.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration date one hundred eighty (180) days following the effective date of the restrictions on transfer set forth in Section 2.10 following registration statement pertaining to the Initial OfferingIPO or after five (5) years after the date of this Agreement; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.22.1, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing ofif, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.1 a certificate signed by the Chairman of the Board (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 F-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to If at any time after the conditions earliest of this Section 2.2(i) the first anniversary of the Closing Date, if (ii) the closing of a Qualified Public Offering, or (iii) the average daily trading volume of the shares of Common Stock exceeds 10,000 shares (as adjusted for stock splits, stock combinations or similar events) for ten consecutive Trading Days, the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Investor Request that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, effect, shall file (as expeditiously as reasonably possiblepracticable, and in any event prior to the registration applicable Filing Date) and use its best efforts to cause to become effective no later than the applicable Required Effectiveness Date, a Registration Statement under the Securities Act of with respect to all Registrable Securities that all which the Holders request to be registeredregistered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 13(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s 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 to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting, which underwriter shall be reasonably acceptable to the Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(m)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holders). In no event shall any of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be excluded from covered by such underwriting unless all registration if the inclusion of such other securities are first excluded. Any would result in a reduction of the number of Registrable Securities excluded covered by such registration or withdrawn from included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting shall be withdrawn from other securities would adversely impact the registrationmarketing of such offering. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected only two (2) registrations (and, in each case, only if such registration would include Registrable Securities with an aggregate value of at least five million dollars ($5,000,000), calculated using the stated offering price disclosed on the cover of the final prospectus covering such Registrable Securities) pursuant to an Investor Request under this Section 2.2, and 3 (an offering which is not consummated shall not be counted for this purpose unless such registrations have been declared or ordered effective;offering is withdrawn at the request of a majority in interest of the Holders participating in such Investor Request). (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement Registration Statement pursuant to this Section 2.2 3, a certificate signed by the Chairman chief executive officer or chief financial officer of the Board 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 statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating HoldersInvestor Request; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) month period; (vi) if . Likewise, the Initiating Holders propose Company shall not be obligated to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 effect any registration pursuant to this Section 3 within one hundred eighty (180) days after the Effective Date of a request made previous Registration Statement filed pursuant to this Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance3.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities Requisite Senior Preferred Majority (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority all or part of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net before deduction of underwriting discounts and commissions, would exceed of at least $10,000,000 (a “Demand Offering”))10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possiblepossible and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Senior Preferred Registrable Securities that all Holders request to be registeredregistered and thereafter to use its best efforts to cause the registration statement to be declared effective as soon as practicable. (b) If the Initiating Holders intend to distribute the Senior Preferred Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Senior Preferred Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Senior Preferred Registrable Securities in the underwriting 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 Holders of a majority of the Registrable Securities held by all Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Senior Preferred Registrable Securities) then the Company shall so advise all Holders of Senior Preferred Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Senior Preferred Registrable Securities on a pro rata basis based on the number of Senior Preferred Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Senior Preferred Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company (including securities held by stockholders of the Company other than the Holders) are first excludedentirely excluded from the underwriting and registration. Any Senior Preferred Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the fifth anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during if the period starting with Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the date of filing of, and ending on the date one hundred eighty (180) days following the effective date Chairman of the registration statement pertaining Board (or, if no Chairman has been appointed, then the Chief Executive Officer or President of the Company) stating that in the good faith judgment of the Board, it would be seriously detrimental to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause and its stockholders for such registration statement to become effectivebe effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Senior Preferred Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is otherwise required to do so.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the a Holder or Holders of a majority at least 50% of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))owned by such Initiating Holders, then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the use its commercially reasonable efforts to file a registration statement under the Securities Act of with the Commission covering all Registrable Securities that all the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first to the Holders who are holders of such Registrable Securities Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and Series A Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of Registrable Securities held by all such Holders (including of Series B Convertible Preferred Stock and Series A Convertible Preferred Stock; provided, however, that the Initiating Holders). In no event shall any number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i1) prior to the expiration earlier of the restrictions on transfer set forth in Section 2.10 (A) six months following the Initial a Qualified Offering, and (B) December 31, 2004; (ii2) after the Company has effected two (2) registrations pursuant to this Section 2.22.2(a), and such registrations have been declared or ordered effective; (iii3) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 90 days following the effective date of the of, any registration statement pertaining to a public offering, (other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that Statement) of the Company makes reasonable good faith efforts to cause such registration statement to become effectiveCompany; (iv4) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file make a registration statement for a public offering, other than pursuant to a Special Registration Statement Qualified Offering within ninety (90) 90 days; (v5) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 the Initiating Holders, a certificate signed by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) twelve-month period;; or (vi6) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))outstanding, then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all such underwriting and registration does not include shares of any other securities are first excludedselling stockholders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (aA) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority not less than thirty percent (30%) of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the outstanding, and such offering provides for an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of not less than Twenty Million Dollars ($10,000,000 20,000,000) (a “Demand Offering”)"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.22.2 and the registration procedures set forth in Section 2.7 hereof, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration to register under the Securities Act of all Registrable Securities that all the Holders request to be registered. (bB) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (cC) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.2:2.2(a): (iI) prior to the expiration earlier of (A) the third anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (iiII) after the Company has effected two (2) registrations pursuant to this Section 2.22.2(a), and such registrations have been declared or ordered effective; (iiiIII) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (ivIV) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) daysdays of such Company notice to the Holders; (vV) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;; or (viVI) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.21.2, at any time and from time to time following the date that is one hundred eighty (180) days after the consummation of the Initial Offering, if the Company shall receive a written request from the Holders of a majority at least thirty percent (30%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if such that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 constitute a Qualified IPO (each, a “Demand OfferingRegistration”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.21.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 1.2 or any request pursuant to Section 2.4 1.4 and the Company shall include such information in the written notice referred to in Section 2.2(a1.2(a) or Section 2.4(a1.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 1.2 or Section 2.41.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.21.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 1.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.21.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a1.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 1.2 a certificate signed by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 1.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if at any time following the Company shall receive a written request from date that is 180 days after the Company’s Qualified Initial Public Offering, the Holders of a majority of the Registrable Securities (the “Initiating Holders”) may request in writing (the “Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 20% of the Registrable Securities then outstanding (or a lesser percent if and having an aggregate price to the anticipated aggregate offering pricepublic of not less than $20,000,000. The Demand Notice shall set forth the number of Registrable Securities owned by the Initiating Holders to be included in the registration statement. In such event, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, : (i) within thirty (30) 30 days of the receipt thereofof the Demand Request, give written notice of such request to all Holders, and Holders (the “Demand Notice”); (ii) subject to the limitations of set forth in this Section 2.2, effectfile, as expeditiously soon as reasonably possiblepracticable, the a registration statement under the Securities Act of all covering the Registrable Securities that all specified by the Initiating Holders request in the Demand Request and such other Registrable Securities with respect to which the Company has received written requests for inclusion within such registration statement within 15 days after the Company has given the Demand Notice; and (iii) use its commercially reasonable efforts to cause the registration statement to be registereddeclared effective. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request Demand Request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 in the Demand Request, and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicableDemand Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through by means of such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be Company and reasonably acceptable to the Company)Initiating Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including Holders; provided, however, that the Initiating Holders). In no event Company shall any Registrable Securities be excluded from such underwriting unless first exclude all other securities are first excludedof the Company and of stockholders other than the Holders from the underwriting and registration before it reduces the number of Registrable Securities requested by the Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and and, subject to Section 2.5, such registrations have been declared or ordered effective; (iiiii) during the period starting with the date that is 30 days prior to the filing of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the of, a registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts relating to cause such registration statement to become effectivean employee benefit plan; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (viii) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman Chief Executive Officer of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after following receipt of the request Demand Request; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Initiating HoldersCompany that it intends to engage in a registered public offering pursuant to Section 2.3 within 90 days following receipt of the Demand Request; provided that such right to delay a request shall be exercised by the Company not more than twice is actively employing in any twelve (12) month period;good faith all reasonable efforts to file and cause such registration statement to become effective, or (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if 2A.1 If the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating HoldersRegistration Request”) at any time that the Company file a registration statement under Section 2 above is not effective, from one or more Holders holding in the aggregate Registrable Securities Act covering the registration having a market value of at least a majority $1 million as of the Registrable Securities then outstanding (or a lesser percent if time of the anticipated aggregate offering pricerequest to register under the Act, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, : (a) within thirty twenty (3020) days of the receipt thereof, give written notice of such request to all Holders; and (b) use its best efforts to cause a registration statement, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of covering all Registrable Securities that all the Holders request to be registered, to be declared effective under the Act as promptly as possible after receipt of the Registration Request, but in any event on or prior to the 90th day after the Registration Request is deemed given to the Company, so as to permit the resale thereof and in connection therewith shall prepare and file a registration statement on such appropriate registration form of the SEC as shall be available to the Company. The written request referred to in this Section 2A.1 shall (i) specify the number of Registrable Securities intended to be offered and sold, (ii) describe the nature and method of the proposed offer and sale thereof, and (iii) contain an undertaking of the Holder(s) to provide all such information and materials and take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the SEC. 2A.2 If the Holders initiating the registration request hereunder (bthe “Initiating Holders”) If so elect, an offering of Registrable Securities pursuant to the registration statement may be effected in the form of an underwritten offering. In such event, the underwriter will be selected by the Initiating Holders intend to distribute holding a majority of the Registrable Securities covered by their request by means of an underwriting, they to be registered and shall so advise be reasonably acceptable to the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicableCompany. In such event, the right of any Holder to include its such Holder’s 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 Initiating Holders holding a majority of the Registrable Securities to be registered and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by and shall provide the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to with such ancillary underwriting documents and legal opinions as are customary. 2A.3 In the Company). Notwithstanding any other provision event of this Section 2.2 or Section 2.4an underwritten offering, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation in their opinion the amount of the number of securities Registrable Securities proposed to be sold in such underwritten (including Registrable Securities) offering exceeds the amount that can be sold in such underwritten offering, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, hereto and there shall be included in such underwritten offering the number of shares that may be included Registrable Securities which in the underwriting opinion of the managing underwriters can be sold, and such number shall be allocated to among all Holders thereof, including the Holders of such Registrable Securities Initiating Holders, on a pro rata basis based on upon the total number of Registrable Securities then held by all each such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationHolder. (c) 2A.4 The Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.22A: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (va) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by Holders, together with the Chairman holders of any other securities of the Board stating that Company entitled to inclusion in the good faith judgment of the Board of Directors of the Companysuch registration, it would be seriously detrimental propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period public of not more less than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below$1,000,000; or (viib) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 2A.5 At any time after a registration statement filed pursuant to Section 2 or Section 2A has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of a Grace Period in conformity with the provisions of this Section (provided that in each notice the Company will not disclose the content of such material non-public information to the Holders, unless requested) and the date on which the Grace Period will begin, and (ii) notify the Holder in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holder receives the notice referred to in clause (i) and shall end on and include the later of the date the Holder receives the notice referred to in clause (ii) and the date referred to in such notice.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after one hundred eighty (180) days after the effective date of the Initial Offering, a written request from the Holders of a majority at least 40% of the Registrable Securities (the “Initiating Holders”) that the Company file a Form S-1 registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000 (a “Demand Offering”))5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possiblepossible (and in any event within 60 days after the date such request is given by the Initiating Holders), the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request in Section 2.2(a) by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such 120 day period, other than a Special Registration Statement; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below2.4; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receive, any time and from time to time on or after the date hereof, a written request from the Holders of a majority 25% of the Registrable Securities (the “Initiating Holders”) then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.2subsection 2.1(b) and 2.1(d), effect, use its best efforts to effect as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all which the Holders request in writing to be registeredregistered within twenty (20) days of the mailing of such notice by the Company. (b) If the Initiating Holders initiating the registration request hereunder ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(asubsection 2.1(a), as applicable. The underwriter will be selected by a majority in interest of the Initiating Holders and reasonably approved by the Company. In such event, the right of any 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 Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)underwriting. Notwithstanding any other provision of this Section 2.2 or Section 2.42.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). In no event shall any , in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. The Company shall have the right to include securities for its own account in such registration, if permitted by the registration form to be excluded from filed and the underwriter so agrees, but only if such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from inclusion will not limit the registrationnumber of securites offered by the Holders. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2foregoing, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.1, a certificate signed by the Chairman President or Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) month period. (d) In addition and without limitation of Section 2.11 hereof, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) After the Company has effected two registrations pursuant to Section 2.1 and such registrations have been declared or ordered effective; (viii) if During the ninety (90) day period prior to the Company's good faith estimate of the date of filing of a registration subject to Section 2.2 hereof; provided that the Company (i) is using its best efforts to cause such registration statement to become effective and (ii) provides written notice of such proposed filing to the Holders within thirty (30) days after receipt of the written request from the Holders pursuant to Section 2.1(a); or (iii) If the Initiating Holders propose proposed to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 (or any successor form that provides for short-form registration) pursuant to a request made pursuant to Section 2.4 2.3 below; or (viiiv) in If the Holders, together with the holders of any particular jurisdiction in which other securities of the Company would be required entitled to qualify to do business or to execute a general consent to service of process inclusion in effecting such registration, qualification propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or compliancecommissions) of less than $100,000; or (v) If the Company has, within the six (6) month period preceding the date of such request, effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.1 that have been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Initiating Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least a majority $35,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) as soon as practicable, file and use its reasonable best efforts to effect such registration under the Securities Act (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities then outstanding (of any Holder or Holders joining in such request as are specified in a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then written request received by the Company shall, within thirty (30) days of the receipt thereof, give after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all a Holder’s Registrable Securities that all Holders request to be registeredSecurities. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.2 2.1 or any request pursuant to Section 2.4 2.3, and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a2.3(a), as applicable. In such event, 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 to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.2 2.1 or Section 2.42.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) ), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating initiating Holders). In no event shall any , or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.22.1: (i) prior to the expiration earlier of the restrictions on transfer set forth in Section 2.10 following June 30, 2014, or six months after the Initial Offering; (ii) after the Company has effected two (2) three registrations pursuant to this Section 2.2, 2.1 and either (A) such registrations have been declared or ordered effectiveeffective or (B) the request for such Registration Statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders has not paid the Registration Expenses of such withdrawn registration; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following following, the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 2.3 below; or (vii) in any particular jurisdiction in which if the Company would be required has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to qualify to do business this Section 2.1 and such registration has been declared or to execute a general consent to service of process in effecting such registration, qualification or complianceordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive receives a written request from the Holders of a majority at least seventy percent (70%) of the then outstanding Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering for the registration of at least a majority sale of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Securities, then the Company shall, within thirty fifteen (3015) days of after the receipt thereof, give written notice of such request to all Holdersholders of Preferred Stock other than the Initiating Holders (the “Demand Notice”), and and, subject to the limitations of this Section 2.2, use its commercially reasonable efforts to effect, as expeditiously promptly as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities owned by the Initiating Holders that all the Initiating Holders request to be registeredregistered and all Registrable Securities owned by any other Holder which notifies the Company in writing, within thirty (30) days after receipt of the Demand Notice, that it intends to participate in the demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be included and the intended method or methods of distribution for such Registrable Securities), subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the Demand Notice or the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 by a majority in interest of the Initiating Holders. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holders’ title to Registrable Securities and any written information provided by the Holders of a majority Holder to the Company expressly for inclusion in the related registration statement. All such selections shall be subject to the reasonable approval of the Registrable Securities held by all Initiating Holders (Company, which underwriter approval will not be unreasonably withheld, conditioned or underwriters shall be reasonably acceptable to the Company)delayed. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting and registration shall be allocated to among the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any The number of shares of Registrable Securities to be excluded from such included in any underwriting and registration covered by this Section 2.2 shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2foregoing, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 the Initiating Holders, a certificate signed by the Chairman of the Board CEO stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be effected at filed because such timeaction (i) materially interferes with a significant acquisition, in which event corporate reorganization, or other similar transaction involving the Company, (ii) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice in any twelve (12) month 12)-month period;. (vid) if The Company shall not be required to effect a registration pursuant to this Section 2.2.: (i) at any time prior to six months after the Initiating Company’s Initial Offering (ii) after the Company has effected two registrations initiated by the Holders propose pursuant to dispose this Section 2.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of shares the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of a Company-initiated registration hereof; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration to become effective. (e) For purposes of this Section 2.2, a registration shall not be counted as “effected” if, as a result of the operation of Section 2.2(b), fewer than fifty percent (50%) of the total number of Registrable Securities that may Holders have requested to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) included in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceregistration statement are actually included.

Demand Registration. (a) Subject to the conditions of this Section 2.2Any Purchaser or Strategic Partner may, if the Company shall receive a written request from the Holders of a majority at any time after consummation of the Registrable Securities (the “Initiating Holders”) Company's initial public offering of equity securities, request in writing that the Company file cause a registration statement to be filed under the Securities Act covering (on any Form then available to the registration Company) with respect to such of its Eligible Securities as it shall specify in such request, provided that (i) the gross proceeds from such offering will be or are reasonably expected to be not less than $5 million and (ii) such Purchaser or Strategic Partner includes at least a majority 25% of the Registrable its Eligible Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the in its request. The Company shall, within thirty (30) days of the receipt thereof, shall promptly give written notice of such request to all Holders, the other Holders of Eligible Securities and subject afford them the opportunity of including in the requested registration statement such of their Eligible Securities as they shall specify in a written notice given to the limitations Company within thirty (30) days after their receipt of this Section 2.2, effect, as expeditiously as reasonably possiblethe Company's notice of the request for the filing of a registration statement. Following receipt of such notices, the Company shall promptly use its best efforts to cause all Eligible Securities with respect to which Holders shall have so requested registration to be registered under the Securities Act Act, all to the extent required to permit the sale or other disposition by the Holders of all Registrable the Eligible Securities that all so registered in the manner specified by such Holders request in their notices and pursuant to be registeredthis Section. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect file and cause to become effective more than two (2) registration statements at the demand of any Purchaser or Strategic Partner made under this Section 1.2. (c) If the Holders of the Eligible Securities making such demand propose to sell their Eligible Securities in a firm commitment underwriting and the managing underwriter advises such Holders that not all Eligible Securities of such Holders can be included in such offering, then the requisite number of Eligible Securities shall be excluded from registration on a basis pro rata among the Holders of the Eligible Securities requesting such registration on the basis of the number of Eligible Securities held by each of them. If by virtue of this Section 1.2(c), more than 50% of the Eligible Securities which a Purchaser or Strategic Partner has demanded be registered are excluded from the registration statements then such Purchaser or Strategic Partner shall not be deemed to have exercised a demand registration right under this Section 1.2. (d) Provided the Company has honored its obligations under Section 1.1, no demand registration right granted in this Section may be exercised by any Purchaser or Strategic Partner during any period of time beginning on the date the Company (i) files a registration statement with the Securities and Exchange Commission registering any of its securities for sale to the public or (ii) files a registration statement upon the demand of any other Strategic Partner pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of1.2, and ending on the earlier to occur of (A) 90 days after the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause on which such registration statement to become is declared effective by the Securities and Exchange Commission or otherwise becomes effective;, and (B) the 180th day after the date of such filing. (ive) The demand registration rights granted in this Section 1.2 shall expire, if within thirty not exercised prior thereto, on the date on which more than 90% of all Eligible Securities (30as of the date of this Agreement) days shall have been publicly sold by the Holders thereof in a public offering registered under the Securities Act of receipt of a written request from Initiating Holders 1933 or pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceRule 144 thereunder.

Demand Registration. (a) Subject to Commencing on the conditions of this Section 2.2date hereof, if the Company shall receive any Requesting Holders may make a written request from to the Holders of a majority of the Registrable Securities Company (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act (or a similar document pursuant to any other statute then in effect corresponding to the ▇▇▇▇ ▇▇▇) covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceStock. In such event, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shallshall (x) within ten (10) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its best efforts to cause to be registered under the 1933 Act all Registrable Stock that the Requesting Holders and such other Holders have, within thirty forty-five (3045) days of after the receipt thereofCompany has given such notice, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to requested be registered. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.2(a2(a) or Section 2.4(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriters. Such underwriter or underwriters shall be reasonably acceptable selected by a majority in interest of the Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; PROVIDED, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the Company). obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and PROVIDED FURTHER, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) Notwithstanding any other provision of this Section 2.2 or Section 2.42 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Company Requesting Holders in writing that in its opinion marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) then underwritten, the Company Requesting Holders shall so advise all Holders of Registrable Securities Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in the underwriting such underwritten offering shall be allocated among all such Holders, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders amount of Registrable Stock requested to be included in such registration by each Holder at the time of filing the registration statement; PROVIDED, that in the event of such Registrable Securities on a pro rata basis based on limitation of the number of shares of Registrable Securities held Stock to be underwritten, the Holders shall be entitled to an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw by all such Holders (including written notice to the Initiating Company, the managing underwriter and the Requesting Holders). In no event The securities so withdrawn shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall also be withdrawn from the registration. (cd) The Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on the a date one hundred eighty ninety (18090) days following the effective date of the of, a registration statement pertaining to a public offeringoffering of securities for account of the Company; PROVIDED, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective;; and PROVIDED FURTHER, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (ive) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant The Company shall be obligated to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement effect and pay for a public offering, other than pursuant to a Special Registration Statement within ninety total of only one (901) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2, unless the number of demand registrations permitted shall be increased as provided in Section 2(c) hereof; PROVIDED, that a certificate signed registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(e), unless (i) it has been declared effective by the Chairman Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Board stating that in the good faith judgment Commission (other than any such action prompted by any act or omission of the Board of Directors Holders), and (iv) no limitation of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose number of shares of Registrable Securities that may Stock to be immediately registered on Form S-3 pursuant to a request made underwritten has been required pursuant to Section 2.4 below; or (vii2(c) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancehereof.

Demand Registration. (a) Subject to a. If at any time after the conditions of this Section 2.2, if Expiration Date the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Holder Request that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, effect, shall file (as expeditiously as reasonably possiblepracticable, and in any event within thirty (30) days of the receipt of such request) and use its commercially reasonable best efforts to have declared effective, a registration statement under the Securities Act of with respect to all Registrable Securities that all which the Holders request to be registeredregistered within eighteen (18) days of the mailing of such notice by the Company in accordance with Section 9(e) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the b. The right of any Holder to include its such Holder’s Registrable Securities in such a registration effected pursuant to a Holder Request 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holders). In no event shall any of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be excluded from covered by such underwriting unless all registration if the inclusion of such other securities are first excluded. Any would result in a reduction of the number of Registrable Securities excluded covered by such registration or withdrawn from included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting shall be withdrawn from other securities would adversely impact the registrationmarketing of such offering. (c) c. The Company shall not be required obligated to effect a only one (1) registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause only if such registration statement to become effective; would include Registrable Securities with an aggregate value of at least ten million dollars (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a$10,000,000), calculated using the Company gives notice to the Holders closing price of the Company’s intention to file a registration statement for a public offering, other than Common Shares on the Trading Market on the date preceding the date of the Holder Request) pursuant to a Special Registration Statement within ninety Holder Requests under this Section 3 (90) days;an offering which is not consummated shall not be counted for this purpose). (v) d. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 3, a certificate signed by the Chairman chief executive officer of the Board 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 statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided Holder Request provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive receives a written request from the Holders holders of a majority at least 50% of the Registrable Securities shares of Common Stock originally issued to Ford (the “"Initiating Ford Holders”") that the Company file a registration statement statement, on Form S-1, under the Securities Act covering the registration of at least a majority such number shares of the Registrable Securities then outstanding (or a lesser percent if the anticipated to have an aggregate offering price, net price of underwriting discounts and commissions, would exceed not less than $10,000,000 (a “Demand Offering”))5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, the Company shall give written notice of such request all holders of the shares of Common Stock originally issued to Ford (the "Ford Holders"), and subject to the limitations of this Section 2.2, the Company shall use its best efforts to effect, the registration under the Securities Act of all Registrable Securities that the Ford Holders request to be registered as soon as practicable. (b) If the Initiating Ford Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.2 and with respect to requests made by the Initiating Ford Holders the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Ford Holder to include its Registrable Securities in such registration shall be conditioned upon such Ford Holder's participation in such underwriting and the inclusion of such Ford Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Ford Holders and such Ford Holder) to the extent provided herein. All Ford 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 a majority of the Initiating Ford Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing forces require a limitation of the number of securities to be underwritten, then the Company shall advise all Ford Holders of Registrable Securities which would otherwise be underwritten pursuant hereto that the number of shares that may be included in the underwriting shall be allocated to the Ford Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested by each such Ford Holder, and the Ford Holders to be included in the registration (including the Initiating Ford Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Subject to the conditions of this Section 2.2, if the Company receives a written request from the Prior Holders of 40% of the Shares (or any Common Stock issued upon conversion thereof) (the "Initiating Holders") that the Company file a registration statement, on Form S-1, under the Securities Act covering the registration of at least 25% of the aggregate Registrable Securities held by the Prior Holders or such number of shares of Registrable Securities anticipated to have an aggregate offering price of not less than $10,000,000, then within thirty (30) days of the receipt thereof, the Company shall give written notice of such request to all Prior Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that all the Prior Holders request to be registeredregistered as soon as practicable. (bd) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant and with respect to Section 2.4 and requests made by the Initiating Holders the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(aSections 2.2(c), as applicable. In such event, the right of any Prior Holder to include its Registrable Securities in such registration shall be conditioned upon such Prior Holder’s 's participation in such underwriting and the inclusion of such Prior Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Prior Holder) to the extent provided herein. All Prior 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company that marketing factors forces require a limitation of the number of securities to be underwritten (including Registrable Securities) underwritten, then the Company shall so advise all Prior Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and hereto that the number of shares that may be included in the underwriting shall be allocated to the Prior Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held requested by all each such Prior Holder, and the Prior Holders to be included in the registration (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (ce) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior with respect to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii2.2(a) after the Company has effected two (2) registrations pursuant to this Section 2.22.2(a) and other than in accordance with the exceptions set forth in Section 2.6 such registrations have been declared or ordered effective or withdrawn by the Ford Holders, and with respect to Section 2.2(c) after the Company has effected two (2) registrations pursuant to Section 2.2(c), and such registrations have been declared or ordered effectiveeffective or withdrawn by the Prior Holders; (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of the of, any registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effectiveon Form S-1; (iviii) if within thirty (30) days of receipt of a written request from the Initiating Ford Holders pursuant to Section 2.2(a) or the Initiating Holders pursuant to Section 2.2(a2.2(c), as the case may be, the Company gives notice to the Ford Holders or the Prior Holders of the Company’s 's intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement make its Initial Offering within ninety (90) days; (viv) if (A) at the time the Company receives a request for registration in accordance with Sections 2.2(a) or (c) the Company shall then be engaged in any material transaction (such as, by way of example only, negotiating a merger, acquisition, joint-venture or introduction of a major new product) the disclosure of which in a Registration Statement, in the reasonable judgment of a majority of the Board of Directors, exercised in good faith, would be adverse to the Company's best interests, or (B) if the Company shall furnish to the Ford Holders requesting a registration statement pursuant to this Section 2.2 2.2(a) or the Prior Holders requesting a registration pursuant to Section 2.2(c), as the case may be, a certificate signed by the Chairman of the Board stating that in the good faith judgment a majority of the Board of Directors stating that in the Board of Director's reasonable judgment, exercised in good faith, the Company's earnings or the occurrence of some other material event are not at such time appropriate for disclosure, or, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, then, in which event either of such events, the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Ford Holders or the Initiating Holders; provided that such right rights to delay a request shall be exercised by the Company in the aggregate not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viiv) in any particular jurisdiction in which prior to the Company would be required earlier to qualify to do business occur of (a) one year from the date hereof or to execute a general consent to service (b) six months after the Closing of process in effecting such registration, qualification or compliancethe Initial Offering.

Demand Registration. (a) Subject to At any time after the conditions of this Section 2.2, if 180 day period following the Company shall receive a written request from the Holders effective date of a majority Registration Statement filed in connection with the Company’s initial public offering of its equity securities, the Registrable Securities Requesting Holders may request, in writing, on up to two (the “Initiating Holders”2) separate occasions, that the Company file effect a registration statement under the Securities Act covering the registration on Form S-1 (or any successor form) of at least a majority of the Registrable Securities then outstanding (owned by one or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all more Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) . If the Initiating Requesting Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of in their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicablerequest. In the event such eventregistration is underwritten, the right of any Holder other Holders to include its Registrable Securities participate in such registration shall be conditioned upon on such Holder’s Holders’ participation in such underwriting and underwriting. Upon receipt of any such request from the inclusion Requesting Holders, the Company shall promptly give written notice of such Holder’s proposed registration to all other Holders. Such other Holders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in the underwriting to the extent provided hereinsuch notice of election. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by that is mutually agreeable to the Company and the Holders of holding a majority majority-in-interest of the Registrable Securities held that the Holders requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, and in any event within ninety (90) days after the date such request is given by the Requesting Holders, file a Form S-1 (or any successor form) for all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable Registrable Securities that the Company has been requested to the Company)so register. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if If the underwriter advises the Company that or the Holders of Registrable Securities requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of securities Registrable Securities to be underwritten (including Registrable Securities) underwritten, then the Company Requesting Holders shall so advise all Holders of Registrable Securities that otherwise would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders number of such Registrable Securities on a pro rata basis based on owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by all such the Holders (including the Initiating Holders). In no event shall any Registrable Securities to be excluded from included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. Any For purposes of this Section 2.1(a), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions this Section 2.1(a), fewer than fifty percent (50%) of Registrable Securities excluded that the Requesting Holders have requested to be included in such registration statement are actually included. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or withdrawn from any successor form relating to secondary offerings, hereinafter, “Form S-3”), the Holders will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Securities having a minimum gross proceeds in each registration on Form S-3 of at least $2,500,000. Upon receipt of any such underwriting request, the Company shall be withdrawn from promptly give written notice of such proposed registration to all other Holders. Such other Holders shall have the registrationright, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, and in any event within forty-five (45) days after the date such initial request is given, file a Form S-3 for all Registrable Securities that the Company has been requested to so register. (c) The Notwithstanding the foregoing obligations, if the Company shall not be required furnishes to effect the Holders requesting a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.1 a certificate signed by the Chairman of the Board Company’s president stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement would otherwise be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating HoldersHolders is given; provided provided, however, that such right to delay a request shall be exercised by the Company may not invoke this right more than twice once in any twelve (12) month period;; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such 90-day period other than an Excluded Registration. (vid) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected [two] registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Requesting Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (viii) in any particular jurisdiction in which during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company would is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected [two] registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be required to qualify to do business or to execute a general consent to service counted as “effected” for purposes of process in effecting this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Requesting Holders withdraw their request for such registration, qualification or complianceelect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.4, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Requesting Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(d).

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $10,000,000 7,500,000 (a “Demand Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use commercially reasonable efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation participation. in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the CompanyCompany and a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the third anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period, other than a Special Registration Statement; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities Series D Preferred Stock (including holders of a majority of Common Stock issued upon conversion of the Series D Preferred Stock) Then Outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least all or a majority portion of the Registrable Securities then outstanding (or a lesser percent if at any time after six months following the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))date hereof, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.1, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a2.1(a), as applicable. In such event, the right of any 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, of 2.1 if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata PRO RATA basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded. Any Registrable Securities entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwriting and registration. (c) The Company Holders shall not be required to effect a registration pursuant to have no more than two demand registrations under this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance2.1.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of holding a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all no other securities party other than the Company and the Holders are first excludedincluded in the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fourth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offeringthe Initial Offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)7,500,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing or confidential draft submission of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offeringthe Initial Offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Managers of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders securityholders for such registration statement to be effected at such timetime because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (viivi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless already so qualified or consented to.

Demand Registration. (a) Subject The Company hereby agrees to use its best efforts to register all or any portion of the conditions Registrable Shares on one (1) occasion upon receipt of this Section 2.2, if the Company shall receive a written request from a holder (the Holders “Holder” or “Holders”) of a majority record of the Registrable Securities (the “Initiating Holders”) Shares that the Company file a registration statement under the Securities 1933 Act covering the registration of at least a majority of the Registrable Securities Shares then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the outstanding. The Company shall, within thirty twenty (3020) days of the its receipt thereof, give written notice of such request to all Holders, and subject holders of record of Registrable Shares. The Holders of said Registrable Shares shall then have fifteen (15) days from the date of mailing of such notice by the Company to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities request that all Holders request to or a portion of their respective Registrable Shares be registeredincluded in said registration. (b) If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 2.2(a1(a) or Section 2.4(a), as applicableabove. In such event, the right of any Holder to include its Registrable Securities Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority mutual agreement of the Registrable Securities held by all Company and the Initiating Holders (Holder, which underwriter or underwriters agreement shall not be reasonably acceptable to the Company)unreasonably withheld. Notwithstanding any other provision of this Section 2.2 or Section 2.41, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holder shall so advise all Holders of Registrable Securities that Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by among all Holders that have requested to participate in such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company Each such registration shall not be required to effect remain effective for a registration pursuant to this Section 2.2: (i) prior to the expiration period of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following days, unless the effective date Initiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the Company advises the Holders that the registration statement pertaining is required to a public offeringbe amended under applicable federal securities laws, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided the Holders shall suspend any further sales of their Registrable Shares, until the Company advises them that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within statements has been amended, but not more than thirty (30) days. The one hundred eighty (180)-day time period referred to in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of receipt of a written request from Initiating Holders business days during which the right to sell the Registrable Shares was suspended pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days;preceding sentence. (ve) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of exclude an underwriter not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right reasonably acceptable to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceit.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)7,500,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If at any time the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) Purchaser Request that the Company file a registration statement Registration Statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”))Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, effect, shall file (as expeditiously as reasonably possiblepracticable, and in any event within thirty (30) days of the registration receipt of such request) and use its commercially reasonable commercially reasonable efforts to have declared effective, a Registration Statement under the Securities Act of with respect to all Registrable Securities that all which the Holders request to be registeredregistered within ten (10) days of the mailing of such notice by the Company in accordance with Section 8(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s 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 Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders such Holders; provided, however, that no Holder (which underwriter or underwriters any of their assignees) shall be reasonably acceptable required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the Company)net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holders). In no event shall any of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be excluded from covered by such underwriting unless all registration if the inclusion of such other securities are first excluded. Any would result in a reduction of the number of Registrable Securities excluded covered by such registration or withdrawn from included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting shall be withdrawn from other securities would adversely impact the registrationmarketing of such offering. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected only two (2) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 3 (an offering which is not consummated shall not be counted for this purpose). (d) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 3 (iiii) during the 90 day period starting with the date of filing of, and ending commencing on the date one hundred eighty (180) days following the effective date of the any other registration statement pertaining filed by the Company relating to a the public offering, offering of its Common Stock or securities convertible into Common Stock (other than pursuant to a Special Registration Statement on Forms S-4 or S-8 or any successor thereto) or (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (vii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman chief executive officer of the Board Company stating that that, in the good faith judgment of the Board of Directors of the Company, it the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its demand registration obligation under clause (i) above. (e) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be seriously materially detrimental to the Company and its stockholders for such registration statement Registration Statement to be effected at remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such timeRegistration Statement’s effectiveness, in which event the Company shall have the right to defer suspend such filing effectiveness for a period of not more than one hundred twenty sixty (12060) days in aggregate after receipt of the request of the Initiating HoldersPurchaser Request; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net price to the public of underwriting discounts and commissions, would exceed not less than ten million dollars ($10,000,000 10,000,000) (a “Demand Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to one hundred eighty (180) days following the expiration effective date of the restrictions on transfer set forth in Section 2.10 following registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effectiveeffective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board of Directors 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority more than thirty percent (30%) of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated having an aggregate offering price, net price to the public in excess of underwriting discounts and commissions, would exceed $10,000,000 15,000,000 (a “Demand "Qualified Public Offering”)"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration second anniversary of the restrictions on transfer set forth in Section 2.10 following the Initial Offering;date of this Agreement; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement make its Initial Offering within ninety (90) days;; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority holders of the Registrable Securities (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts owned by such Holder and commissions, would exceed $10,000,000 (a “Demand Offering”))its Affiliates, then the Company shall, within thirty fifteen (3015) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all the Initiating Holders request requests to be registeredregistered and all Registrable Securities owned by any other Holder which notifies the Company in writing, within fifteen (15) days after receipt of the Company's notice contemplated by this paragraph, that it intends to participate in the demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be included and the intended method or methods of distribution for such Registrable Securities), subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their its request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 2.2, or any request pursuant to Section 2.4 2.4, and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the CompanyHolders). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to first among the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)) and then second to any other shareholders of the Company (other than the Holders) on a pro rata basis. In no event shall any The number of shares of Registrable Securities to be excluded from such included in any underwriting and registration covered by this Section 2.2 shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior within ninety (90) days following a previously effected registration pursuant to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering2.2 or Section 2.3; (ii) after the Company has effected two (2) registrations initiated by the Holders pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of after receipt of a written request from Initiating Holders the Holder pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement for make a public offering, other than pursuant to a Special Registration Statement offering of its Common Stock within ninety one hundred twenty (90120) days; provided that such offering is, and remains, likely to be completed within such one hundred twenty (120) day period; (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Directors 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (v) if the total Registrable Securities for which registration has been requested is for less than 500,000 shares of Common Stock or the reasonably anticipated aggregate price to the public of such offering would be less than $1,500,000; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shallshall use commercially reasonable efforts to, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive receives a written request from the Holders of a majority at least 30% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority 20% of the Registrable Securities then outstanding held by the Initiating Holders (or a lesser percent if provided that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand 20,000,000 if the request is made prior to the Initial Offering”), or $5,000,000 if the request is made after the Initial Offering), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possiblepossible within 90 days following such request, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the fifth anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) six months following the effective date of a registration statement under the Securities Act for the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement within 90 days for a public offering, other than pursuant to a Special Registration Statement within ninety (90) daysan anticipated Qualified IPO; (v) if the Company shall furnish furnishes to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Company’s Board of Directors (the “Board”) 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 100 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) 12 month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject Commencing on the date six months after the closing of the Company's initial public offering of Common Stock, upon receipt of a written request (the "Registration Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an underwritten offering by a nationally recognized underwriter selected by the Company and reasonably acceptable to the conditions Registering Holders) from Holders holding Registrable Shares having an aggregate expected offering price of this Section 2.2at least $1,000,000 (or, if the expected offering price of all remaining Registrable Shares should be less than $1,000,000, such lesser amount), the Company shall receive (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the SEC a registration statement for the sale of all Registrable Shares held by the requesting Holders and any other Holder who makes a written request from the Holders of a majority of the Company to have her or his Registrable Securities (the “Initiating Holders”) that Shares included in such Registration Statement, which such written request must be received by the Company file a registration statement under within ten (10) days after such Holder receives the Securities Act covering the registration of at least a majority notice of the Registrable Securities then outstanding Registration Request (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice all of such request to all Holders, and subject collectively, the "Registering Holders"). The Company shall use all commercially reasonable efforts to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, effect the registration under the Securities Act of all such Registrable Securities that all Holders request to be registeredShares in accordance with the intended method of distribution thereof. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: more than three (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected two (23) registrations pursuant to this Section 2.2, 2 and not more than one (1) such registrations have been declared or ordered effective;registration within any nine month period. (iiic) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the Any registration statement pertaining to a public offering, other than filed pursuant to a Special Registration Statement Request may, subject to the provisions of Section 2(d), include securities of the Company other than Registration Shares. (d) If a registration pursuant to Section 2 is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted under this Agreement, other securities requested to be included in such offering exceeds the number of Registrable Shares and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Shares initially requesting registration, the Company shall include in the registration, prior to the inclusion of any securities which are not Registrable Shares, the number of Registrable Shares requested to be included which, in the written opinion of the underwriters, can be sold in an orderly manner within the price range of the offering, pro rata among the respective Holders thereof on the basis of the amount of Registrable Shares owned by each such Holder requesting inclusing in such registration (it being understood that such managing underwriters shall have the right to eliminate entirely the participation in such registration of any securities which are not Registrable Shares). (e) The Company shall be entitled to postpone, for a reasonable period of time not in excess of ninety (90) days, the filing or effectiveness of a registration statement if the Company determines, in the good faith exercise of its reasonable business judgment, as evidenced by a certificate signed by the President and CEO of the Company in a form reasonably satisfactory to the Registering Holders, that such longer period as may registration and offering could materially adversely affect the bonafide financing plans of the Company or would require the disclosure of information, the premature disclosure of which could materially adversely affect the Company or any transaction under consideration by the Company; provided, however, that the Company shall not be determined by entitled to such postponement more than once in any 360-day period. (f) The Company shall not be obligated to file a registration statement pursuant to this Section 2.10 hereof2 if the Company, within ten (10) days of the receipt of the Registration Request gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within 90 days of receipt of such Registration Request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees); , provided that the Company makes reasonable is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;. (ivg) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the The Company gives notice to the Holders of the Company’s intention shall not be obligated to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by 2 within six (6) months immediately following the Chairman effective date of any registration statement pertaining to the securities of the Board stating that Company (other than a registration of securities in the good faith judgment of the a Rule 145 transaction or with respect to an employee benefit plan). (h) The Board of Directors of the CompanyCompany may select the investment banker(s) and manager(s) to administer any offering initiated pursuant to this Section 2, it would be seriously detrimental subject to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt approval of the request holders of a majority of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting Shares initially requesting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority in interest of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Cdn. $10,000,000 5,000,000 (a “Demand Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any ; provided, however, that the number of shares of Registrable Securities to be excluded from included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excludedentirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the expiration earlier of (A) the third anniversary of the restrictions on transfer set forth in Section 2.10 date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof)Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for make a public offering, other than pursuant to a Special Registration Statement Statement, within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 2.2, a certificate signed by the Chairman of the Board 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 shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period;; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 (a “Demand Offering”)10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, 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 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 Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.10 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement the Initial Offering (or such longer period as may be determined by pursuant to Section 2.10 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement its Initial Offering within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board 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 statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.21.2, if the Company shall receive a written request from either the Investor or Holders of a majority of the Registrable Securities then outstanding (in either case, the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if such that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000 5,000,000 (a “Demand "Qualified Public Offering”)"), then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.21.2, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered; provided that the Company shall file the registration statement no later than thirty (30) days following receipt of such notice. Such registration statement may be filed on any appropriate registration form for which the Company is then eligible (including Form S-3) that contemplated an offering of the type proposed by the Initiating Holders in the request made pursuant to the Section 1.2. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 1.2 or any request pursuant to Section 2.4 1.4 and the Company shall include such information in the written notice referred to in Section 2.2(a1.2(a) or Section 2.4(a1.4(a), as applicable. In such event, the right of any 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 to the extent provided herein. All The Company and 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 Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 1.2 or Section 2.41.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.21.2: (i) prior to the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial OfferingDecember 31, 2001; (ii) after the Company has effected two three (23) registrations pursuant to this Section 2.21.2, and such registrations have been declared or ordered effective; (iii) during the period starting with 30 days prior to the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined offering of securities by Section 2.10 hereof)the Company; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 1.2, a certificate signed by the Chairman of the Board or Chief Executive Officer 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 shareholders for such registration statement to be effected at such timetime (it being acknowledged that the Investor's decision to sell or any direct or perceived impact of that decision on any related business or commercial relationships between the Investor and the Company shall not be deemed seriously detrimental within the meaning of this provision), in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall not be exercised by the Company not more than twice once in any twelve (12) month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.