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 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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 at least 20% 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 20% 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, is at least $5,000,000)outstanding, then the Company shall, : (i) within 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 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 included in such the underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (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 (the “Board”)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 90 120 days after receipt of the request of the Initiating Holders; provided provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) 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 right to delay a request registrations have been declared or ordered effective or (ii) if such demand registration would then be filed within six months of the initial filing of an earlier demand registration under this Section 2.2(c)(v) (together with any similar right in the case of 1.2 or a registration under Section 2.4) shall be exercised by the Company not more than twice in any 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 compliance1.9.

Demand Registration. (a) Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from (i) BLUM Holders holding not less than 25% of the ▇▇▇▇strable Securities then outstanding held by the BLUM Holders, (ii) FS Holders of at least 20holding not less ▇▇▇n 25% of the Registrable Securities then outstanding held by the FS Holders or (iii) DLJ Holders holding not less than 50% of the “Initiating Registrable Securities then outstanding held by the DLJ Holders”) , that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Securities, then the Company shall, within 30 five (5) days of the receipt thereof, give written notice of such request to all Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 2.23.1, must 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 registeredregistered in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration. (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 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.1(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 (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 2.43.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, 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 among participating Holders, (i) first among the Initiating Holders of such Registrable Securities as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such Initiating Holders and (including ii) second to the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless extent all other securities of the Company are first entirely 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 underwriting by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders), then as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 2.23.1: (i) prior to the earlier of date one hundred eighty (A180) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering Public Offering; (or such longer period as may be determined ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 2.11 hereof3.1(a)(ii); provided that , a▇▇▇▇ the Company makes reasonable good faith efforts has effected six (6) registrations requested by BLUM Holders pursuant to cause such Section, (y) a r▇▇▇▇tration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registration statement requested by FS Holders pursuant to become such Section, and (z) a registration requested by DLJ Holders pursuant to Section 3.1(a)(ii), after the Company has effected one (1) registration requested by DLJ Holders pursuant to such Section, and in the case of each of the foregoing clauses (x), (y) and (z), such registrations have been declared or ordered effective; (iii) if the anticipated aggregate gross proceeds to be received by such Holders are less than $2,000,000; (iv) if within 30 five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company’s 's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; provided that if the Company does not file a registration statement for its Initial Offering under the Securities Act relating to such public offering within such ninety (90) day period (such 90 days day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Section 3.1(c)(iv) until the 181st day following the last day 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, subject to Section 2.2(b);Relevant Period; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 3.1, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (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 90 ninety (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 shall not defer filings pursuant to this clause (v) more than twice an aggregate of ninety (90) days in any twelve (12-) month period;. (vid) if The Company shall select 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 registration statement form for any registration pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which 3.1, but shall cooperate with the Company would be requests of the Initiating Shareholders or managing underwriters selected by them as to the inclusion therein of information not specifically required to qualify to do business or to execute a general consent to service of process in effecting by such registration, qualification or complianceform.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% 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, is at least $5,000,000)15,000,000, then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 fourth (A4th) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial OfferingAgreement; (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 ofLockup Period (as defined below), and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement, 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, subject to Section 2.2(b)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 (the “Board”)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 90 ninety (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. (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 At any time after the conditions earlier of (i) five (5) years from the date of this Section 2.2Agreement and (ii) one hundred eighty (180) days after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act, if the Company shall receive a written request from holders (excluding the Holders Key Holder) of at least 20% of the Registrable Securities fifty percent (the “Initiating Holders”50%) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (excluding Key Holder Registrable Securities) may notify the Company that they intend to offer or a cause to be offered for public sale at least fifty percent (50%) of the Registrable Securities then outstanding (excluding Key Holder Registrable Securities) or any lesser percent number of Registrable Securities (excluding Key Holder Registrable Securities) if the anticipated aggregate offering sale price, net of underwriting discounts and commissions, is at least if any, would exceed $5,000,000)10,000,000. Upon receipt of such request, then the Company shall, within 30 days of the receipt thereof, give written shall promptly deliver 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 Stockholders holding Registrable Securities that all Holders request who shall then have thirty (30) days to notify the Company in writing of their desire to be registered. (b) included in such registration. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of for registration contemplates an underwritingunderwritten public 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 and the Company shall include state such information in the written notice referred to and in Section 2.2(a) or Section 2.4(a), as applicable. In such event, event the right of any Holder Person to include its Registrable Securities participate in such registration shall be conditioned upon such HolderPerson’s participation in such underwriting underwritten public offering and the inclusion of such HolderPerson’s Registrable Securities in the underwriting underwritten public offering to the extent provided herein. All Holders proposing The Company will use its reasonable best efforts to distribute their securities through expeditiously effect (but in any event no later than thirty (30) days after such underwriting request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall enter into an underwriting agreement not be required to effect registration pursuant to a request under this Section 2(a) more than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in customary form which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a). (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the securities to be excluded shall be determined in the following order of priority: (i) first, persons not having any contractual or underwriters selected for other right to include such underwriting securities in the registration statement, (ii) second, securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) third, securities to be registered by the Holders Company pursuant to such registration statement, (iv) fourth, Registrable Securities of holders who did not make the original request for registration and, if necessary, (v) fifth, Registrable Securities of holders who requested such registration pursuant to Section 2(a). If there is a reduction of the number of Registrable Securities pursuant to clauses (iv) or (v), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall to be reasonably acceptable sold in such offering, subject only 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 consent 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 heretoCompany, 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration which consent shall not be reduced unless all unreasonably withheld. The Company may not cause any other registration of securities of the Company are first entirely 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 for sale for its own account (other than a registration effected pursuant solely to Section 2.2 or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. implement an employee benefit plan) to become effective within one hundred twenty (c120) 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the any registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) if the Company shall furnish to Holders requesting a registration statement required 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 (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 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 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.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000“Qualified Public Offering”), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided 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 Registrable Securities held by such securities of the selling Holders to be included in such underwriting and the registration below 50% thirty percent (30%) of the total amount of Registrable Securities requested to be securities included in such registration by registration, unless such offering is the Initiating Holders, then Initial Offering and such registration shall does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be counted as a registration effected pursuant to Section 2.2 or Section 2.4excluded 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) of the expiration of the restrictions on transfer set forth in Section 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering Offe1ing 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, subject to Section 2.2(b)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 (the “Board”)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 90 one hundred twenty (120) 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 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 In addition to the conditions of this rights provided in Section 2.22.1, if the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders’ Registrable Securities that are not then registered by an effective Registration Statement (a “Request”) (which Request shall receive specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof) by filing a written request from Registration Statement with the SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling shareholders (not underwriters) of at least 20% all or such portion of the Registrable Securities (the a “Initiating HoldersDemand Registration”); provided, however, that (A) that if the Company file a registration statement is not eligible to register the Registrable Securities on Form S-3 under the Securities Act covering Act, the registration of at least 20% of Company shall be obligated to register the Registrable Securities then outstanding (or a lesser percent upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities that are not registered under an effective Registration Statement, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election; provided, that (i) there shall not be more than one such request during each of the Company’s fiscal quarterly periods and (ii) the Registrable Securities to be registered must include at least 1,000,000 Common Shares, or, in the aggregate, have an anticipated aggregate offering price, net of underwriting discounts and commissions, is at least of more than $5,000,000), then calculated in accordance with Rule 457(c) under the Securities Act on the business day preceding such Request. (b) As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall, within 30 days of the receipt thereof, shall give written notice of such request requested registration to all HoldersHolders of Registrable Securities and Pari Passu Holders of Pari Passu Securities. Subject to Section 2.2(c), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and subject (ii) the Registrable Securities and Pari Passu Securities intended to be disposed of by any other Holder or Pari Passu Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the limitations Company for inclusion thereof in such registration within 20 days after the receipt of this Section 2.2, effectsuch written notice from the Company. The Company shall, as expeditiously as reasonably possiblepossible following a Request, use its best efforts to cause to be filed with the SEC a Demand Registration Statement providing for 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 and the Pari Passu Securities which the Company as a part of their request made pursuant has been so requested to this Section 2.2 or any request pursuant to Section 2.4 register by all such Holders and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a)Pari Passu Holders, 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 necessary to distribute their securities through permit the disposition of such underwriting shall enter into an underwriting agreement Registrable Securities so to be registered in customary form accordance with the underwriter intended methods of disposition thereof specified in such Request or underwriters selected for further requests if so requested. The Company shall use its best efforts to have such underwriting Demand Registration Statement declared effective by the Holders of a majority of SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable period specified in Section 4.1(b). The registration rights granted pursuant to the Company). Notwithstanding any other provision provisions 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 in addition 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 rights granted 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 other provisions of 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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.

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 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 20% 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, is at least $5,000,000)20,000,000, then the Company shall, within 30 days of the receipt thereof, will (x) 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 thirty (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 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), 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 included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.22.1: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement September 30, 2015 or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following six months after the Initial Offering; (ii) after the Company has effected two three registrations pursuant to this Section 2.2, 2.1 and either (A) all such registrations have been declared or ordered effective, there are no stop orders in effect effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Company has otherwise complied with its obligations set forth 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 2.6 hereof with respect 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.2statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date 180 one hundred eighty (180) days following following, the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)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 30 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 its 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, subject to Section 2.2(b)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 stating that in the good faith judgment of the Board of Directors of the Company (the “Board”)) stating that, in the good faith judgment of 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 90 ninety (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 once in any 12-12 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 (90) 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. (a) Subject to the conditions of this Section 2.22.1, if the Company shall receive receives a written request from the Holders of at least 20% of the Registrable Securities fifty percent (the “Initiating Holders”50%) that the Company file a registration statement under the Securities Act covering the registration of at least 20% 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, is at least $5,000,000), then the Company shall, within 30 fifteen (15) 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 the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless and until all other securities of to be sold by the Company and any Persons that are not Holders are first entirely 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 2.22.1: (i) prior to the earlier of (A) the third fifth anniversary of the date of this Agreement or Closing Date (as defined in the Series C Securities Acquisition Agreement) and (B) six months following the effective date of the expiration of the restrictions on transfer set forth in Section 2.11 following registration statement pertaining to the Initial Public Offering; (ii) after the Company has effected two 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, 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 whichever period is longer (provided, however, that such registrations, each at the time of two registrations shall not include any subsequent request to effect any additional registration pursuant to this Section 2.22.1 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 180 ninety (90) days following the effective date of the a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Initial Offering (or such longer period as may be determined Holders were given the opportunity to participate pursuant to Section 2.11 hereof)2.2 for not less than thirty percent (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 30 ten (10) 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 its 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, subject to Section 2.2(b); (v2.1(a) 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 Company (the “Board”)Directors, 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 90 sixty (60) days after receipt of the request of the Initiating Holders; provided that 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;; 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 at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00010,000,000 (a “Demand Offering”)), then the Company shall, within 30 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); provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.4excluded. 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 2.11 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, 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering a public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined pursuant to by Section 2.11 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)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 90 one hundred twenty (120) 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 Company may include in a Demand Registration Registrable Securities for the conditions account of this Section 2.2, if the Demanding Holders and shares of Common Stock for the account of the Company shall receive a written request from or other shareholders exercising contractual piggy-back registration rights or other shareholders, on the Holders of at least 20% of same terms and conditions as the Registrable Securities are included therein for the account of the Demanding Holders; provided, however, that (i) if the “Initiating Holders”managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceDemanding Holders, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 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 any other shareholders 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 offering exceeds the number that can be conditioned upon such Holder’s participation sold in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting offering within a price range acceptable 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 requested to be underwritten included therein, then (including Registrable Securitiesx) 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 to be offered for the account of any stockholders, other than the Demanding Holders, shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be registered by all such Holders shareholders; and (including the Initiating Holders); providedy) thereafter, howeverif necessary, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities offered for the account of the Company are first entirely excluded from shall be reduced (to zero, if necessary), to the underwriting and registration; provided further, that if such reduction shall extent necessary to reduce the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% of the total amount number of Registrable Securities requested to be included in such registration offering to the number of Registrable Securities, if any, recommended by such managing underwriter(s) (and if the number of Registrable Securities to be offered for the account of shareholders other than the Demanding Holders and for the account of the Company has been reduced to zero, and the number of Registrable Securities requested to be included in such offering by the Initiating HoldersDemanding Holders exceeds the number of Registrable Securities recommended by such managing underwriter(s), then such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4. Any the number of Registrable Securities excluded or withdrawn from such underwriting to be offered for the account of the Demanding Holders 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 reduced pro rata in proportion to the earlier respective number of (A) Registrable Securities requested to be registered by the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; Demanding Holders); and (ii) after if the Company has effected two registrations pursuant to this Section 2.2offering that is the subject of such Demand Registration is not underwritten, 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 ofonly Demanding Holders, and ending on no other party (including the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(aCompany), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its 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 shall be permitted to include all Registrable Securities in such Demand Registration unless the Demanding Holders owning a majority of the Registrable Securities so requested to be registered, subject to Section 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 included in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental such Demand Registration consent in writing to the Company and its stockholders for inclusion of 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 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 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 compliancetherein.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive a written request from receive, at any time after the Holders earlier to occur of at least 20% (i) the date one hundred eighty (180) days after the initial public offering of any series or class of the Registrable Securities Company’s securities under the Act (the “Initiating IPO”), and (ii) the fourth anniversary of the date hereof, from Preferred Stock Holders holding at least fifty percent (50%) of the Outstanding Registrable Securities then held by Preferred Stock Holders”) , a written notice requesting that the Company file effect a registration statement under the Securities Act covering the registration of at least 20% with respect to all or a part of the Outstanding Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)held by such Preferred Stock Holders, then the Company shall, : (i) within 30 ten (10) days of the receipt thereof, give written notice of such request to all Preferred Stock Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Preferred Stock Holders request to be registered, by notice to the Company within thirty (30) days of the mailing of the notice sent by the Company in accordance with Section 3.2(a)(i), 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 registered3.2(b). (b) If the Preferred Stock Holders initiating the registration request hereunder (the “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 3.2(a) and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.2(a)(i), as applicable. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Preferred Stock Holder to include its Registrable Securities in such registration shall be conditioned upon such Preferred Stock Holder’s participation in such underwriting and the inclusion of such Preferred Stock Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Preferred Stock Holder) to the extent provided herein. All Preferred Stock Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3.5(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 2.43.2, 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 Preferred Stock 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 Preferred Stock 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 proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred Stock Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) if the Company shall furnish to Preferred Stock Holders requesting a registration statement pursuant to this Section 2.2 3.2 a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its stockholders for such a 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 shall have the right to defer taking action with respect to such filing for a period of not more than 90 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that . (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 3.2 after the Company has effected two (2) registrations on Form S-l pursuant to this Section 3.2 and such registration statements have been declared or ordered effective and the sales of Registrable Securities under such registration statements have closed. (e) No incidental right to delay a request under this Section 2.2(c)(v) (together with 3.2 shall be construed to limit any similar right in the case of a registration required under Section 2.4) shall be exercised by the Company not more than twice in any 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 3.3 or 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 compliance3.4 herein.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% 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, is at least of $5,000,000)10,000,000, then the Company shall, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 fourth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, there are no stop orders in effect and provided that a registration shall not be deemed effected until it has been declared as such by 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 2.2SEC; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its Initial Offering within 90 days of days, provided that the time of the Company’s receipt of Company is actively employing in good faith commercially reasonable efforts to cause such written request in which the Initiating Holders have been or will be permitted registration statement to include all the Registrable Securities so requested to be registered, subject to Section 2.2(b)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 (the “Board”), 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 90 120 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 once in any 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. (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 at least 20% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Securities, then the Company Corporation shall, within 30 ten (10) 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company Corporation and other stockholders are first entirely 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 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: only two (i2) 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 2.11 following the Initial Offering; (ii) after the Company has effected two such registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof5(f); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;. (iv) if within 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 its 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, subject to Section 2.2(b); (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 Company (the “Board”)Corporation, 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 90 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 more than once in any twelve (12) month period. (v) All expenses incurred in connection with a registration pursuant to delay a request under this Section 2.2(c)(v) 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 (together with any similar right but excluding underwriters’ discounts and commissions), shall be borne by the Corporation. Each Holder participating in the case of a registration under pursuant to this Section 2.45(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 exercised by the Company not more than twice in required to pay for any 12-month period; (viexpenses 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 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 at least 20% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Act. The Company shall, within 30 ten (10) 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 proportion (as nearly as practicable) to the amount of Registrable Securities being sold in the underwriting by each such Holder; provided, however, that no securities other than Registrable Securities shall be covered by such registration. (b) Holders of Registrable Securities shall be entitled to an aggregate of only two (2) Demand Registrations under this Agreement; provided, however, that the number of shares of 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 to be included in such underwriting and registration shall not be reduced unless all which, together with other securities of the Company entitled to inclusion in such registration, are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held by such Holders proposed to be included in such underwriting sold at an aggregate price to the public of not less than two million dollars ($2,000,000), and registration below 50% of (ii) the total amount of Registrable Securities requested to be included in such registration by the Initiating Holders, then such registration Company shall not be counted as a obligated to effect any such registration until the 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 or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration1.1(b) in a calendar year. (c) A registration will not count as a Demand Registration until the related Registration Statement has been declared effective by the 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 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 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, the Holders of a majority of the Registrable Securities covered by such Registration Statement may thereafter request the Company to 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. (d) 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 such a special audit would be required in order to file or 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)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 to file a registration statement for its 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, subject to Section 2.2(b);activities. (ve) if the The Company shall furnish be entitled to Holders requesting postpone for a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman reasonable period of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, but not in which event the Company shall have the right to defer such filing for a period excess of not more than 90 ninety (90) 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 under for registration, reasonably and in good faith believes that it would be materially disadvantageous to the Company for such filing to be made at the time requested; provided, however, that the Company will not utilize this Section 2.2(c)(vright more than once in any twelve (12) month period. (together with f) The Company shall not be obligated to file a Registration Statement during (i) the period ending one hundred eighty (180) days after the effective date of the Company’s initial Registration Statement, or (ii) the ninety (90)-day period following the effectiveness of any similar right in the case of a registration under Section 2.4) shall be exercised other Registration Statement filed by the Company not more than twice in any 12-month period; (vi) if the Initiating Holders propose to dispose connection with an underwritten offering 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 complianceits securities.

Demand Registration. (a) Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from the (i) BLUM Holders of at least 20holding not less than 25% of the Registrable Securities then outstanding held by the BLUM Holders, (ii) FS Holders holding not less than 25% of the “Initiating Registrable Securities then outstanding held by the FS Holders or (iii) Note Investor Holders holding not less than 25% of the Registrable Securities then outstanding held by the Note Investor Holders”) , that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Securities, then the Company shall, within 30 five (5) days of the receipt thereof, give written notice of such request to all Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 2.23.1, must 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 registeredregistered in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration. (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 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.1(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 (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 2.43.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, 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 among participating Holders, (i) first among the Holders of such Registrable Securities Initiating Holders, and, if any Initiating Holder is BLUM, CalPERS as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such Initiating Holders and, if applicable, CalPERS, and (including ii) second to the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless extent all other securities of the Company are first entirely 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 underwriting by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders and, if applicable, CalPERS), as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such 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. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 2.23.1: (i) prior to the earlier of date one hundred eighty (A180) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering Public Offering; (or such longer period as may be determined ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 2.11 hereof3.1(a)(i); provided that , after the Company makes reasonable good faith efforts has effected six (6) registrations requested by BLUM Holders pursuant to cause such Section, (y) a registration statement requested by FS Holders pursuant to become effectiveSection 3.1(a)(ii), after the Company has effected three (3) registrations requested by FS Holders pursuant to such Section, and (z) a registration requested by Note Investor Holders pursuant to Section 3.1(a)(iii), after the Company has effected one (1) registration requested by Note Investor Holders pursuant to such Section; (iii) if the anticipated aggregate gross proceeds to be received by such Holders are less than $2,000,000; (iv) if within 30 five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company’s 's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; PROVIDED that if the Company does not file a registration statement for its Initial Offering under the Securities Act relating to such public offering within such ninety (90) day period (such 90 days day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Section 3.1(c)(iv) until the 181st day following the last day 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, subject to Section 2.2(b);Relevant Period; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 3.1, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (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 90 ninety (90) days after receipt of the request of the Initiating Holders; provided 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 shall not defer filings pursuant to this clause (v) more than twice an aggregate of ninety (90) days in any twelve (12-) month period;. (vid) if The Company shall select 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 registration statement form for any registration pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which 3.1, but shall cooperate with the Company would be requests of the Initiating Shareholders or managing underwriters selected by them as to the inclusion therein of information not specifically required to qualify to do business or to execute a general consent to service of process in effecting by such registration, qualification or complianceform.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20more than 40% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of price before underwriting discounts and commissions, is at least of not less than $5,000,000)10,000,000, then the Company shall, within 30 days of the receipt thereof, shall promptly give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, shall effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all the Initiating Holders request to be registered, together with all Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their a request made pursuant to this Section 2.2, or any request pursuant to Section 2.4, by means of an underwriting, they shall so advise the Company as a part of their such 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 heretounderwritten, 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (including securities to be issued by the Company) are first entirely 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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 at least 20% 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 twenty percent (20% %) of the Registrable Securities then outstanding (or a lesser percent if so long as the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00040,000,000), then the Company shallshall use its best efforts, within 30 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, 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof), other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its 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, subject to Section 2.2(b)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 (the “Board”)) stating that in the good faith judgment of 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 90 ninety (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 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. 3.1. At any time following the Effective Date, the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered under the Securities Act. Any such demand must request the registration of shares with an anticipated aggregate offering price of at least five million United States dollars (a$5,000,000). Within thirty (30) Subject to the conditions days after receipt of this Section 2.2any such request, if the Company shall receive a written request from the Holders of 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 30 days of the receipt thereof, give written notice of such request to all any other Holders, if any, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fourteen (14) days after the receipt of the Company’s notice. As promptly as practicable thereafter, subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible8.1 hereof, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration under the Securities Act in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3 within a period of all Registrable Securities that all Holders request to be registeredninety (90) days following the effective date of a previous registration. (b) 3.2. 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 3.1 above and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable3.1. In such event, 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 to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holder) and such other agreements as such underwriter(s) shall reasonably request. 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)underwriter. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the managing underwriter advises the Company that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company shall so advise all Holders of Registrable Securities Shares that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting there shall be allocated excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first, shares held by shareholders other than the Holders; second, to the extent necessary, shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, Registrable Shares held by the Holders of such Registrable Securities on a (pro rata basis based on to the respective number of Registrable Securities Shares held by all such the Holders (including participating in the Initiating Holdersregistration); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 Shares 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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 at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00030,000,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 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 that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)Company, it would reasonably be seriously expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, sale, acquisition of assets or stock (other than in the ordinary course of business); any merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its stockholders subsidiaries; or render the Company unable to comply with the requirements under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, 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 90 one hundred twenty (120) 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 once in any twelve (12-) month period; provided further that in such event, the Initiating Holders shall be entitled to withdraw such request and, if such request is withdrawn, such request for registration shall not count as one of the permitted demand registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration; (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; or (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). (d) The Company shall not include in any registration statement requested under this Section 2.2 any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration, unless 100% of the Registrable Securities requested to be included in such registration are so included. If a registration requested hereunder is an underwritten offering and the managing underwriters or placement agent advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters can

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 at least 2025% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Act, then the Company shall, within 30 ten (10) 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); provided, however, that the number of shares of Registrable Securities in proportion (as nearly as practicable) to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held of the Company owned by each Holder. The Company shall have the right to include securities for its own account in such Holders registration, if permitted by the registration form to be included in filed and the underwriter so agrees, but only if such underwriting and registration below 50% inclusion will not limit the number of the total amount of Registrable Securities requested to be included in such registration securites offered 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 Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (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 (the “Board”)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 90 ninety (90) days after receipt of the request of the Initiating Holders; provided provided, however, that such the Company may not utilize this right more than 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 delay a request under effect, or to take any action to effect, any registration pursuant to this Section 2.2(c)(v2.1: (i) After the Company has effected two registrations pursuant to Section 2.1 and such registrations have been declared or ordered effective; (together with any similar right in ii) During the case ninety (90) day period prior to the Company's good faith estimate of the date of filing of a registration under subject to Section 2.4) shall be exercised by 2.2 hereof; provided that the Company not more than twice in any 12-month period;(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 (viiii) if 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 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00010,000,000), then the Company shallshall use commercially reasonable efforts to, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 fifth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b)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 (the “Board”)) stating that in the good faith judgment of 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 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 once in any 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 the Company shall receive at any time after the earlier of (1) May 9, 2006, and (2) six months after the Company's initial public offering, a written request notice from the Preferred Holders constituting the holder(s) of at least 20% fifty percent (50%) of the Outstanding Registrable Securities (the “Initiating Holders”) then held by Preferred Holders requesting that the Company file effect a registration statement under the Securities Act covering the registration of at least 20% with respect to all or a part of the Registrable Securities then outstanding (held by such Preferred Holder or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Preferred Holders, then the Company shall, : (i) within 30 ten (10) days of the receipt thereof, give written notice of such request to all Preferred Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Preferred Holders request to be registered (by notice to the Company within thirty (30) days of the mailing of the notice sent by the Company in accordance with Section 3.2(a)(i)), 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 registeredSubsection 3.2(b). (b) If the Preferred Holders initiating the registration request hereunder ("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 subsection 3.2(a) and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(asubsection 3.2(a), as applicable. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Preferred Holder to include its Registrable Securities in such registration shall be conditioned upon such Preferred Holder’s 's participation in such underwriting and the inclusion of such Preferred Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Preferred Holder) to the extent provided herein. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 3.5(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 2.43.2, if the underwriter advises 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 shall so advise all Preferred 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 Preferred 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 proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) if the Company shall furnish to Preferred Holders requesting a registration statement pursuant to this Section 2.2 3.2 a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its stockholders for such a 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 shall have the right to defer taking action with respect to such filing for a period of not more than 90 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such . This deferral 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 may not be exercised by the Company not more than twice once in any 12-month period;. (vid) if In addition, the Initiating Holders propose Company shall not be obligated to dispose of shares effect, or to take any action to effect, any registration pursuant to this Section 3.2 after the Company has effected two (2) registrations on Form S-1 pursuant to this Section 3.2 and such registration statements have been declared or ordered effective and the sales of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; orunder such registration statements have closed. (viie) in No incidental right under this Section 3.2 shall be construed to limit any particular jurisdiction in which the Company would be registration required to qualify to do business under Section 3.3 or to execute a general consent to service of process in effecting such registration, qualification or complianceSection 3.4 herein.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if after the date hereof, the Company shall receive a written request from the Holders 1818 Fund, acting on behalf of at least 20% of the one or more 1818 Fund Securityholders holding Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of (i) at least twenty percent (20% %) of the then outstanding Registrable Securities then outstanding held by the 1818 Fund Securityholders or (or a lesser percent if the anticipated ii) Registrable Securities having an aggregate offering price, net price to the public in excess of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, shall (x) within 30 thirty (30) days of the receipt thereof, give written notice of such request to all Holders, Holders and (y) subject to the limitations of this Section 2.2, use its best efforts to effect, as expeditiously soon as reasonably possiblepracticable, but not later than sixty (60) days, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registered, provided that no Registrable Securities (other than those held by 1818 Fund Securityholders) shall be included in any such registration. (b) If the Initiating Holders intend 1818 Fund intends 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 1818 Fund 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 of the Registrable Securities held by all Initiating Holders 1818 Fund (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 Holders1818 Fund); providedprovided that, howeverin no event, that the number of shares of shall any Registrable Securities to (other than those held by 1818 Fund Securityholders) be included in such underwriting and any registration shall not be reduced unless all other securities of the Company are first entirely 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 2.42.2(a). 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 2.11 following the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.22.2(a) for 1818 Fund, on behalf of the 1818 Fund Securityholders, and in each case such registrations have been declared or ordered effective; provided, 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 registrationshowever, each at the time of any subsequent request to effect any additional that a registration requested pursuant to this Section 2.22.2 shall not be deemed to have been effected: (A) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement; (B) if after it has become effective, such registration is 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 Holders of Registrable Securities participating in such registration and has not thereafter become effective; or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders of Registrable Securities participating in such registration; (iiiii) during the period starting with the date of filing of, and ending on the date 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;; or (iv) if within 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 its 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, subject to Section 2.2(b); (viii) 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 (the “Board”)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 90 ninety (90) days after receipt of the request of the Initiating Holders1818 Fund; 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 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 at least 20% 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 20% 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, is of at least $5,000,00010,000,000 (a “Qualified Public Offering”), then the Company shall, within 30 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 be underwritten pursuant hereto, and the number of shares that underwriter believes may be included in sold without any such material adverse effect and shall reduce 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); provided, however, that the number of shares amount of Registrable Securities to be included in such underwriting and registration, first as to the Company, second as to the Holders (including the Initiating Holder) who requested to participate in such registration shall not be reduced unless all other securities of (as a group, if applicable), pro rata within each group based on the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount number of Registrable Securities held owned by each such Holders 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 underwriting and registration below 50% of the total amount of Registrable Securities requested to be included “Holder,” as defined 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 registrationthis 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 2.11 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, there 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 no stop orders in effect and satisfied or waived, unless any failure of such conditions to be satisfied or waived is by reason of a failure by 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;Initiating Holder. (iii) during the period starting with the date of filing of, and ending on the date 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 (i) in the good faith judgment of the Board of Directors of the Company (the “Board”)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 90 ninety (90) 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)(v) (together with any similar right in the case of 2.2(c)(iv), a registration S-3 Registration under Section 2.42.4(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 2.22.1, if the Company shall receive a written request from the Holders of Investors holding at least 20% a majority of the Registrable Securities (the “Initiating Holders”) held by Investors that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if and the anticipated aggregate offering price, net price to the public of underwriting discounts and commissions, is at least any such offering would exceed $5,000,00010,000,000 (a “Qualified Public Offering”), then the Company shall, within 30 thirty (30) days of the receipt thereof, give written notice of such request to all HoldersInvestors, and subject to the limitations of this Section 2.22.1, use its reasonable commercial efforts to effect, as expeditiously soon as reasonably possiblepracticable, the registration under the Securities Act of all Registrable Securities that all Holders the Investors request to be registered. The Investors requesting registration pursuant to this Section 2.1 shall be referred to as the “Initiating Holders.” (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 Investor to include its Registrable Securities in such registration shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Investor) to the extent provided herein. All Holders Investors 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 2.42.1, 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 Investors whose 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 Investors on a pro rata basis based on the number of Registrable Securities held by all such Holders Investors (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.22.1: (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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2(2) such registrations, 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; (iiiii) during the period starting with the date of filing of, and ending on the date 180 ninety (90) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iviii) if if, within 30 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 Investors of the Company’s intention to file make a registration statement for its Initial Qualified Public 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, subject to Section 2.2(b)ninety (90) days; (viv) if the Company shall furnish to Holders the Investors requesting a registration statement pursuant to this Section 2.2 2.1 a certificate signed by the Chairman of the Board stating that that, in the good faith judgment of a majority of the Board of Directors of the Company (the “Board”)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 90 sixty (60) 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 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 Until the Company would be required to qualify to do business has completed its Initial Offering or to execute a general consent to service of process in effecting such registrationAugust 24, qualification or compliance2009, whichever is sooner.

Demand Registration. (a) Subject If the Registration Statement described in Section 2 above is not effective by the Due Date, Initiating Holders may notify the Company in writing and, subject to the conditions terms of this Section 2.25(d) below, if the Company shall receive a written request from the Holders of at least 20% of the Registrable Securities (the “Initiating Holders”) demand that the Company file a registration statement under the Securities Act (a "Demand Registration Statement") covering the registration of at least 20% resale of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering priceoutstanding. Upon receipt of such notice, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 30 ten (10) days of the receipt thereofthereafter, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.2, effectsubsections 3(b) and 5(b), as expeditiously soon as reasonably possiblepracticable, and in any event within sixty (60) days after the receipt of such request, effect registration under the Securities Act of all Registrable Securities that all which the Holders request request, by notice given to be registeredthe Company within ten (10) days of receipt of the Company's notice. The election of initiating Holders to demand the Company to file a Demand Registration Statement shall not impact the amount payable to investors pursuant to Section 2(c) herein. (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(asubsection 3(a), as applicable. In such event, the right of any other Holder to include its such Holder's 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 6(f)) 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 Holders, and reasonably acceptable to the Company). Notwithstanding The Holder will not be required to make any representation other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation than as to its ownership 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 its intended method 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 registrationdistribution. (c) The Company shall not be required is obligated to effect a only one (1) demand registration pursuant to Section 3 of this Section 2.2: (i) prior Agreement. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the earlier of (A) event the third anniversary Company breaches its obligation of the date of this Agreement or (B) preceding sentences, any Holders of the expiration of the restrictions on transfer set forth Registrable Securities which were not included in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant such registration statement shall be entitled to this Section 2.2, a second demand registration for such registrations have been declared or ordered effective, there are no stop orders in effect excluded securities 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause shall keep such registration statement to become effective;effective as required by Section 6. (ivd) if within 30 days of receipt of a written request from Initiating Holders pursuant The Company represents that it is presently eligible to Section 2.2(a), effect the Company gives notice to the Holders of the Company’s intention to file a registration statement for its 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, subject to Section 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 Company (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 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 12-month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered contemplated hereby on Form S-3 pursuant S-1 and will use its best efforts to a request made pursuant continue to Section 2.4 below; or (vii) in any particular jurisdiction in which the Company would be required take such actions as are necessary to qualify to do business or to execute a general consent to service of process in effecting maintain such registration, qualification or complianceeligibility.

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 at least 20% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Act, then the Company shall, within 30 ten (10) 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 holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (including the Initiating Holders); providedii) thereafter, howeveramong 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 of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of shares of Registrable Securities to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of such offering. c. The Company shall be obligated to effect only one (1) registration (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 are first entirely excluded from Company’s Common Shares on the underwriting and registration; provided further, that if such reduction shall reduce Trading Market on the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% date preceding the date of the total amount of Registrable Securities requested Holder Request) pursuant to be included in such registration by the Initiating Holders, then such registration Holder Requests under this Section 3 (an offering which is not consummated 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 registrationfor this purpose). (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to d. Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) 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 (the “Board”)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 90 ninety (90) days after receipt of the request of the Initiating Holders; provided Holder Request provided, however, 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 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 At any time after the conditions Closing, members of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% of the Registrable Securities (the “an Initiating Holders”) Group may demand that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 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 effect registration under the Securities Act of all or a portion of the Registrable Securities. The Initiating Group shall provide notice to the Company of such demand in writing, which notice shall set forth (i) the aggregate number of Registrable Securities that all Holders request to be registeredincluded, (ii) the names of the Selling Holders and the number of Securities to be sold by each such Selling Holder, and (iii) the proposed manner of sale. Upon receipt of such request, the Company shall use commercially reasonable efforts to file a Registration Statement on Form S-3 (or such other form as the Company may at such time be eligible to use) with the Commission not later than 30 days from the date of such request and, thereafter, to effect promptly such registration. There is no limit to the number of demand registrations that may be requested pursuant to this Section 1.2(a). (b) If the members of the Initiating Holders Group 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 1.2(a). The underwriter will be selected by the Company and must be approved by the Initiating Group, and such approval shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicablenot be unreasonably withheld. 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 Group 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 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 Group in writing that marketing market factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Group 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 among all Holders thereof, including members of the Initiating Group, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number amount of Registrable Securities held of the Company owned by all such Holders (including the Initiating Holders)each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2 1.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors President or Chief Executive Officer of the Company (stating that the “Board”), board of directors of the Company has determined in good faith that 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 90 60 days after its receipt of the request of the Initiating HoldersGroup; provided provided, however, 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 may not utilize this right more than twice once in any 12-month period;period nor more than twice during the term of this Agreement. (vid) if In addition and without limitation of Section 1.14 hereof, 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, or to take any action to effect, any registration pursuant to this Section 1.2 during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a request made pursuant date 180 days after the effective date of, a registration subject to Section 2.4 below1.3 hereof; or (vii) in any particular jurisdiction in which provided that the Company would be required is actively employing in good faith its best efforts to qualify cause such Registration Statement to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancebecome 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 holders of at least 2050% 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 such number shares of Registrable Securities anticipated to have an aggregate offering price of not less than $5,000,000, then 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 2025% of the aggregate Registrable Securities then outstanding (held by the Prior Holders or a lesser percent if the such number of shares of Registrable Securities anticipated to have an aggregate offering price, net price of underwriting discounts and commissions, is at least not less than $5,000,000)10,000,000, then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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. (ce) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior with respect 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 2.11 following the Initial Offering; (ii2.2(a) after the Company has effected two (2) registrations pursuant to this Section 2.2, 2.2(a) and other than in accordance with the exceptions set forth in Section 2.6 such registrations have been declared or ordered effectiveeffective or withdrawn by the Ford Holders, there are no stop orders in effect and with respect to Section 2.2(c) after 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 effected two (2) registrations pursuant to this Section 2.22.2(c), and such registrations have been declared or ordered effective or withdrawn by the Prior Holders; (iiiii) during the period starting with the date of filing of, and ending on the date 180 ninety (90) days following the effective date of the of, any registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effectiveon Form S-1; (iviii) if within 30 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 make its 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, subject to Section 2.2(b)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 (Company's earnings or the “Board”)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 90 ninety (90) days after receipt of the request of the Initiating Ford Holders or the Initiating Holders; provided that such right rights 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 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 the conditions of this Section 2.23.1, if the Company shall receive a receives written request notice from the Holders of at least 20% (who together hold in aggregate not less than twenty five percent (25%) of the Registrable Securities then outstanding (the “Initiating Holders”)) requesting that the Company file a registration statement under the Securities Act covering the registration of at least 20% 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, is at least would exceed $5,000,00010,000,000), ; then the Company shall, within 30 thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders (the “Company Demand Registration Notice”) and give them the option to have some or all of their Registrable Securities included in the same relevant registration statement under the Securities Act, and and, subject to the limitations of this Section 2.23.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders (being both: (i) the Initiating Holders; and (ii) those other Holders who exercised the option to register some or all of their Registrable Securities in the same relevant registration statement under the Securities Act) request to be registered. Written notice must be given by each such Holder to the Company within twenty (20) days of the date of the Company Demand Registration Notice is given, and in each case, shall be subject to the limitations set forth herein. (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 3.1 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(a3.1(a) or Section 2.4(a3.3(a), as applicable. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority by interest of the Initiating Holders. 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 3.1 or Section 2.43.3, 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.23.1: (i) prior to the earlier of date one hundred eighty (A180) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering IPO (or such longer period as may be determined pursuant to Section 2.11 3.9 hereof); provided that ; (ii) after the Company makes reasonable good faith efforts has effected two (2) registrations pursuant to cause this Section 3.1, and such registration statement to become registrations have been declared or ordered effective; (iviii) if if, within 30 thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a3.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, 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, subject to Section 2.2(b)ninety (90) days; (viv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 3.1, 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 reasonable and good faith judgment of the Board of Directors of the Company (the “Board”)Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, 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 applicable law or a material agreement of the Company, in which event the Company shall have the right to defer such filing for a period of not more than 90 one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided provided, however, 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 may not invoke this right 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 F-3 pursuant to a request made pursuant to Section 2.4 3.3 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 receives a written request from the Holders of at least 2030% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 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 $20,000,000 if the request is at least made prior to the Initial Offering, or $5,000,0005,000,000 if the request is made after the Initial Offering), then the Company shall, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 fifth anniversary of the date of this Agreement or (B) six months following the effective date of a registration statement under the expiration of the restrictions on transfer set forth in Section 2.11 following Securities Act for the Initial Offering; (ii) after the Company has effected two 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b)for an 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 (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 90 100 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 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 At any time after the conditions of this Section 2.2, if date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall receive be entitled to make a written request from the Holders of at least 20% of the Registrable Securities Company (the a “Initiating HoldersDemand”) that the Company file a for registration statement under the Securities Act covering of a number of Registrable Securities that, when taken together with the registration number of at least 20% of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Securities then outstanding Amount (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts “Demand Registration”) and commissions, is at least $5,000,000), then thereupon the Company shallwill, within 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations terms of this Section 2.2Agreement, effect, as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of all of: (i) the Registrable Securities that which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all Holders request other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) If A Demand shall specify: (i) the Initiating Holders intend to distribute the aggregate number of Registrable Securities covered by their request by means requested to be registered in such Demand Registration, (ii) the intended method of an underwritingdisposition in connection with such Demand Registration, they shall so advise to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as a part of their request made pursuant to this contemplated by Section 2.2 or any request pursuant 2.1). Subject to Section 2.4 and 4.1(f), 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 Demand Registration covered by such event, the right of any Holder to include its Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Company is eligible as 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 Requesting Stockholders whose shares represent a majority of the Registrable Securities held that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by all Initiating Holders (which underwriter or underwriters the Company with the Commission, and 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 Securitiese) then the The Company shall so advise not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which all Holders Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided that at least 50% 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 requested by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities Stockholders to be included in such underwriting Demand Registration were included) or (B) within one month of any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and registration shall not be reduced unless all other securities in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company are first entirely excluded from has a bona fide business purpose for preserving as confidential. In the underwriting and registration; provided furtherevent of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, that if such reduction shall reduce the amount holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Holders to be Demand in accordance with Section 4.4. (f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such underwriting and registration below 50% Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the inclusion of all of the total amount securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such registration Demand Registration by the Initiating HoldersStockholders, then which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration shall not statement, pro rata on the basis of the number of such other securities requested to be counted as a registration effected pursuant to Section 2.2 included or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from other method determined by the registrationCompany. (cg) The Company shall not be required to effect a registration pursuant to this Section 2.2: (iAny investment bank(s) 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 that will serve as an underwriter with respect to such registrationsDemand Registration or, each at the time of if such Demand Registration is not an Underwritten Offering, any subsequent request to effect any additional registration pursuant to this Section 2.2; investment bank engaged in connection therewith, shall be selected (iiii) during the period starting with the date of filing ofby FIG LLC, and ending on the date 180 days following the effective date for so long as a majority of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 outstanding Common Stock of the Company is owned by the Initial Stockholder, its Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the “Board”), it would be seriously detrimental to the Company and its stockholders for Stockholder participating in 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 90 days after receipt of the request of the Initiating Holders; provided Demand Registration that such right to delay a request under this Section 2.2(c)(v) holds (together with any similar right in the case of its Permitted Transferees) a registration under Section 2.4) shall be exercised by the Company not more than twice in any 12-month period; (vi) if the Initiating Holders propose to dispose of shares number of Registrable Securities that may be immediately registered on Form S-3 pursuant to included in such Demand Registration constituting a request made pursuant to Section 2.4 below; or (vii) plurality of all Registrable Securities 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 complianceDemand Registration.

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 at least 20% 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 20% all or a 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, is at least $5,000,000)date hereof, then the Company shall, within 30 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); providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 no more than 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request two demand registrations 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 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 2.22.1, if the Company shall receive a written request from the Holders of at least 20who 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 2050% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00010,000,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.22.1: (i) prior to the earlier of date one hundred eighty (A180) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering IPO or after five (or such longer period as may be determined 5) years after the date of this Agreement; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause 2.1, and such registration statement to become registrations have been declared or ordered effective; (iviii) if if, within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement, 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, subject to Section 2.2(b)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 (the “Board”)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 90 one hundred twenty (120) 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 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 at least 20% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Act, then the Company shall, within 30 ten (10) 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 holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (including the Initiating Holders); providedii) thereafter, howeveramong 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 of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of shares of Registrable Securities to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Company are first entirely 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 registrationoffering. (c) The Company shall be obligated to effect 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 3 (an offering which is not consummated shall not be required to effect counted for this purpose unless such offering is withdrawn at the request of a registration pursuant to this Section 2.2:majority in interest of the Holders participating in such Investor Request). (id) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (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 (the “Board”)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 90 ninety (90) days after receipt of the request of Investor Request; provided, however, that the Initiating Holders; provided that such Company may not utilize this right more than once in any twelve (12) month period. Likewise, the Company shall not be obligated to delay a request under effect any registration pursuant to this Section 2.2(c)(v3 within one hundred eighty (180) (together with any similar right in days after the case Effective Date of a registration under Section 2.4) shall be exercised by the Company not more than twice in any 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 previous Registration Statement filed pursuant to a request made 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 holders of at least 20% not less than fifty percent (50%) of the Registrable Securities Preferred Shares, on an as converted to Common Shares basis (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of at least 20% all or a portion of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)held by such Initiating Holders, then the Company shall, within 30 thirty (30) days of the receipt thereof, give written notice of such request to all of the Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the Company shall use its commercially reasonable efforts to effect 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 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 at least seventy percent (70%) 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 managing underwriter advises or underwriters determine that the Company that marketing factors require a limitation of the proposed number of securities to be underwritten (including Registrable Securities) would adversely affect the marketing of such 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 such underwriting shall be allocated allocated, first, to the Holders of such Registrable Securities (excluding for these purposes, any Junior Registrable Securities) on a pro rata basis based on the number of Registrable Securities (excluding any Junior Registrable Securities) held by all such Holders; and second to the Holders (including of Junior Registrable Securities on a on a pro rata basis based on the Initiating number of Junior Registrable Securities held by such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the such 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 one hundred eighty (180) days following the earlier of (A) the third anniversary effective date of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 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, 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) if the aggregate offering price, net of underwriting expenses and discounts, is less than ten million dollars ($10,000,000); (iv) in any particular jurisdiction in which the Company would be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and, in each case, except as may be required under the Securities Act; (v) during the period starting with the date of filing of, and ending on the date 180 ninety (90) days following the effective date of the a non-Initial Offering registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes a reasonable good faith efforts effort to cause effect such registration statement to become effectiveas soon thereafter as practicable; (iv) if within 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 its 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, subject to Section 2.2(b); (vvi) 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 (the “Board”)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 90 one hundred (120) days after receipt of the request of the Initiating Holders; provided provided, however, 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 once in any twelve (12-) month period;. (vid) if A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may the 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 2.2, if the Company shall receive a written request from the Holders of at least 2025% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 2025% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)outstanding, then the Company shall, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 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 earlier of (A) Company is already subject to service in such jurisdiction and except as may be required by the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial OfferingSecurities Act; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 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 the any registration statement pertaining to securities of the Initial Offering Company (or such longer period as may be determined other than a registration of securities pursuant to Section 2.11 hereofa Special Registration Statement); provided that the Company makes reasonable good faith is actively employing its best efforts to cause such registration statement to become effective; (iviii) After the Company has effected two such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective and pursuant to which at least 51% of the Covered Registrable Securities have been sold or remain sellable; provided, however, that if within 30 days any such registration statement is terminated or withdrawn at the request of receipt the Holders holding a majority of the outstanding Registrable Securities pursuant to a written request from Initiating Holders registration initiated under Section 2.2(a), prior to such registration statement being declared or ordered effective, then the Company shall have been deemed to have effected a 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 its Initial Offering within 90 days purposes 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, subject to Section 2.2(b2.2(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 Company (the “Board”), 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 90 days (the “Delay Period”) after receipt of the request of the Initiating Holders; provided that 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 no more than twice as to a registration demand under this Section 2.2 in any 12rolling one-month 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. With respect to each Demand Registration undertaken for the account of any Principal Stockholder Party up to (aand including) Subject to the conditions of this second Demand Registration that becomes effective as set forth in Section 2.24.1(b) hereof, if and the Company shall receive a written request from the Holders of at least 20% distribution of the Registrable Securities (the “Initiating Holders”) that pursuant thereto, the Company file a shall bear all reasonable out-of-pocket fees, costs and expenses incurred by the Company and each Participating Stockholder Party, including, without limitation, (i) all SEC and stock exchange registration statement under the Securities Act covering the registration and filing fees, (ii) stock exchange listing fees, (iii) fees and expenses of at least 20% compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000Securities), then (iv) printing expenses (including the expense of printing Prospectuses), (v) messenger and delivery expenses, (vi) marketing expenses (including, without limitation, expenses in connection with road shows), (vii) reasonable fees and disbursements of counsel for the Company shall, within 30 days of the receipt thereof, give written notice of such request to all Holdersand each Principal Stockholder Party and their independent public accountants, and subject (viii) all Distribution Expenses (all such expenses being herein referred to herein as the limitations "REGISTRATION EXPENSES"). In the case of this Section 2.2, effect, as expeditiously as reasonably possibleany Demand Registration undertaken thereafter, the registration under the Securities Act of Participating Stockholder Parties shall bear all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered Registration Expenses incurred 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 Participating Stockholder Parties in connection with 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 Demand Registration on a pro rata basis based on according to the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the relative number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 proposed to be included in such registration by the Initiating HoldersParticipating Stockholder Parties; PROVIDED, then HOWEVER, that any Registration Expenses attributable to any securities included in the Demand Registration by the Company in accordance with Section 4.1(a)(i)(B) hereof shall be borne by the Company on a pro rata basis according to the relative number of 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 proposed to be withdrawn from included by it in the registration. ; and PROVIDED, FURTHER, that (cx) The the Company shall not be required bear up to effect a registration pursuant to this Section 2.2: maximum of $25,000 for each Participating Stockholder Party of the fees and disbursements of counsel for such Participating Stockholder Party and (iy) prior except to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer extent set forth in Section 2.11 following the Initial Offering; foregoing clause (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 registrationsx), each at Participating Stockholder Party shall bear the time fees and disbursements of any subsequent request its counsel, independent public accountants and other advisors. Notwithstanding the foregoing, in the event that the ▇▇▇▇ Stockholders are issued shares of Common Stock in the Merger that have not been registered under the Securities Act, the ▇▇▇▇ Stockholders shall be entitled to effect any exercise an additional registration pursuant to this Section 2.2; (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date Demand Registration in which all of the registration statement pertaining to the Initial Offering (or such longer period as may Registration Expenses shall be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 borne by the Company’s intention to file a registration statement for its 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, subject to Section 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 Company (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 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 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 At any time after the conditions of this Section 2.2, if date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall receive be entitled to make a written request from the Holders of at least 20% of the Registrable Securities Company (the a “Initiating HoldersDemand”) that the Company file a for registration statement under the Securities Act covering of a number of Registrable Securities that, when taken together with the registration number of at least 20% of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Securities then outstanding Amount (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts “Demand Registration”) and commissions, is at least $5,000,000), then thereupon the Company shallwill, within 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations terms of this Section 2.2Agreement, effect, as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of all of: (i) the Registrable Securities that which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all Holders request other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(f); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) If A Demand shall specify: (i) the Initiating Holders intend to distribute the aggregate number of Registrable Securities covered by their request by means requested to be registered in such Demand Registration, (ii) the intended method of an underwritingdisposition in connection with such Demand Registration, they shall so advise to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders which have not signed a joinder as a part of their request made pursuant to this contemplated by Section 2.2 or any request pursuant 2.1). Subject to Section 2.4 and 4.1(f), 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 Demand Registration covered by such event, the right of any Holder to include its Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount. (d) Demand Registrations shall be on such registration form of the Commission for which the Company is eligible as 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 Requesting Stockholders whose shares represent a majority of the Registrable Securities held that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by all Initiating Holders (which underwriter or underwriters the Company with the Commission, and 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 Securitiese) then the The Company shall so advise not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering in which all Holders Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided that at least 50% 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 requested by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities Stockholders to be included in such underwriting Demand Registration were included or (B) within one month of any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and registration shall not be reduced unless all other securities in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that the Company are first entirely excluded from has a bona fide business purpose for preserving as confidential. In the underwriting and registration; provided furtherevent of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, that if such reduction shall reduce the amount holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Holders to be Demand in accordance with Section 4.4. (f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such underwriting and registration below 50% Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the inclusion of all of the total amount securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such registration Demand Registration by the Initiating HoldersStockholders, then which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration shall not statement, pro rata on the basis of the number of such other securities requested to be counted as a registration effected pursuant to Section 2.2 included or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from other method determined by the registrationCompany. (cg) The Company shall not be required to effect a registration pursuant to this Section 2.2: (iAny investment bank(s) 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 that will serve as an underwriter with respect to such registrationsDemand Registration or, each at the time of if such Demand Registration is not an Underwritten Offering, any subsequent request to effect any additional registration pursuant to this Section 2.2; investment bank engaged in connection therewith, shall be selected (iiii) during the period starting with the date of filing ofby FIG LLC, and ending on the date 180 days following the effective date for so long as a majority of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 outstanding Common Stock of the Company is owned by the Initial Stockholders, their Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the “Board”), it would be seriously detrimental to the Company and its stockholders for Stockholder participating in 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 90 days after receipt of the request of the Initiating Holders; provided Demand Registration that such right to delay a request under this Section 2.2(c)(v) holds (together with any similar right in the case of its Permitted Transferees) a registration under Section 2.4) shall be exercised by the Company not more than twice in any 12-month period; (vi) if the Initiating Holders propose to dispose of shares number of Registrable Securities that may be immediately registered on Form S-3 pursuant to included in such Demand Registration constituting a request made pursuant to Section 2.4 below; or (vii) plurality of all Registrable Securities 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 complianceDemand Registration.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00010,000,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)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 90 one hundred twenty (120) 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 At any time after the conditions occurrence of this Section 2.2a Put Dishonor, if upon the Company shall receive a written request from of the Holders holders of at least 20% a majority of the Registrable Securities (the “Initiating Holders”) requesting that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 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, State Auto Financial effect the registration under the Securities Act of all or part of such holders' Registrable Securities that and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (a "REGISTRATION REQUEST"), State Auto Financial will promptly, and in no event more than ten (10) Business Days after receipt of such Registration Request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all Holders request other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which State Auto Financial has been so requested to register by such holders of a majority of the Registrable Securities; and (ii) all other Registrable Securities the holders of which have made written requests to State Auto Financial for registration thereof within 20 days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so 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 requested by the Holders 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 any Demand Registration, the Initiating Holders, then method of disposition of all Registrable Securities included in such registration shall not be counted as a an underwritten offering effected in accordance with SECTION 7.4(a) hereof. Subject to paragraph (e) of this SECTION 7.1, State Auto Financial may include in such registration effected pursuant to Section 2.2 other securities for sale for its own account or Section 2.4for the account of any other Person. Any If any security holders of State Auto Financial (other than the holders of Registrable Securities excluded or withdrawn from in such underwriting capacity) register securities of State Auto Financial in a Demand Registration in accordance with this SECTION 7.1, such holders shall be withdrawn from pay the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to fees and expenses of their counsel and their pro rata share, on the earlier of (A) the third anniversary basis of the date of this Agreement or (B) respective amounts of the expiration securities included in such registration on behalf of each such holder, of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) Registration Expenses 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 (the “Board”), it would be seriously detrimental to the Company and its stockholders Registration Expenses for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing are not paid by State Auto Financial for a period of not more than 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 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 compliancereason.

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 at least 20% 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 20% $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, is at least $5,000,000), then the Company shall, : (a) within 30 twenty (20) 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Holder. 2A.4 The Company shall not be reduced unless all obligated to effect, or to take any action to effect, any registration pursuant to this Section 2A: (a) if the Holders, together with the holders of any other securities of the Company are first entirely excluded from the underwriting and entitled to inclusion in such registration; provided further, that if such reduction shall reduce the amount of propose to sell Registrable Securities held by and 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. other securities (cif any) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior at an aggregate price to the earlier public 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 less than 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 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 If the Company shall receive a written request (a “Demand Request”) from the Holders of at least 20% of the Registrable Securities (the “Initiating Holders”) Invus Transferee Group that the Company file a registration statement under the Securities Act covering the registration of at least 20% all or a portion of the Registrable Securities then outstanding owned by the Invus Transferee Group (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000any member(s) thereof), then the Company shall, within 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, the registration under the Securities Act of all Registrable Securities in accordance with the intended method of distribution thereof that all the Invus Transferee Group, 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 Invus Transferee Group shall have the right to make an unlimited number of Demand Requests. (b) If the Initiating Holders intend Invus Transferee Group (or any member(s) thereof) 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 3.4. The Invus Transferee Group shall have the right to select the investment bank or banks and managers to administer any offering made in connection with a Demand Request, including the lead managing underwriter; provided that if the Invus Transferee Group declines to exercise such right, the Company shall include select the investment bank or banks and managers to administer the offering, but the Invus Transferee Group shall continue to have such information in the written notice referred right pursuant 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 3.2(b) in any subsequent 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 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 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2Invus Transferee Group, 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 together with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining Registrable Securities requested to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 days of receipt of a written request from Initiating registered by any Piggyback Holders pursuant to Section 2.2(a)3.3, the Company gives notice are reasonably expected to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days of the time of the Company’s receipt of such written request result in which the Initiating Holders have been or will be permitted to include all the Registrable Securities so requested to be registered, subject to Section 2.2(b); aggregate gross cash proceeds (vi) 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 (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 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 2.4the Initial Offering, in excess of one hundred and fifty million dollars ($150,000,000) shall be exercised by the Company not more than twice in any 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 (viiii) in the case of any particular jurisdiction in which registration subsequent to the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationInitial Offering, qualification or compliancefifty million dollars ($50,000,000).

Demand Registration. At any time following the closing of the IPO14 [and until the anniversary thereafter], the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on the securities exchange on which the Company's stock is traded. Within twenty (a20) Subject to the conditions days after receipt of this Section 2.2any such request, if the Company shall receive a written request from the Holders of 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 30 days of the receipt thereof, give written notice of such request to the other Holders and shall include in such registration all Holders, Registrable Shares held by all such Holders who wish to participate in such demand registration and subject to provide the limitations Company with written requests for inclusion therein within fifteen (15) days after the receipt of this Section 2.2, effect, as expeditiously as reasonably possiblethe Company's notice. Thereupon, the Company shall effect the registration under the Securities Act of all Registrable Securities Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, 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 not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following 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 effective date of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)previous registration. Notwithstanding any other provision of this Section 2.2 or Section 2.43, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company shall so advise all may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Securities that would otherwise be underwritten pursuant hereto, and Shares required by the number of shares that may Holders to 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 Holdersregistration); provided, however, that the number of shares of in any event all Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 Shares must be included in such registration prior to any other shares of the Company. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the Initiating Holderswritten consent of Holders who hold at least seventy-five percent 75%) of the Registrable Shares as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than (i) a registration effected solely to implement an employee, then such director and consultant benefit plan, (ii) a registration on Form S-4 or a foreign equivalent thereof, or (iii) a registration relating solely to a Rule 145 transaction) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration requested pursuant to Section 2.3. [The Company shall not be counted required to effect more than two (2) registrations under this Section 2.3.] The aggregate net proceeds from the sale of any such Registrable Shares may not be less than [ Unites States dollars (US$ ,)] (net of any underwriters' discounts, commissions or expenses). Such registration will count for this purpose only if (i) all Registrable Shares requested to be registered are registered and (ii) such registration is closed, or withdrawn at the request of the Initiating Holders (other than as a registration effected pursuant result of a material adverse change to Section 2.2 or Section 2.4the Company). 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (v) 2.3 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 (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 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 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.Section

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive at any time not earlier than the earlier of (i) four (4) years after the date of this Agreement and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction pursuant to Rule 145 under the Act) a written request from the Holders of at least 20% of Series F Requisite Investors (as defined in the Registrable Securities (the “Initiating Holders”) Purchase Agreement), that the Company file a registration statement register for sale under the Securities Act covering the registration of at least 20% all or any portion of the shares of Registrable Securities then outstanding held by such Holders having an aggregate anticipated price to the public (before any underwriters’ discounts or a lesser percent if the anticipated aggregate offering price, net commissions) of underwriting discounts and commissions, is at least not less than $5,000,000), then the Company shall, : (i) within 30 ten (10) days of after the receipt thereof, give written notice of such request to all Holders; and (ii) use its reasonable best efforts to file as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered, 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 registered1.2(b). (b) If the Holders initiating the registration request hereunder (“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 1.2(a) and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a1.2(a), as applicable. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. 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 (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 Section 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 Agreement, 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 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 included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting underwriting. For purposes of the preceding sentence concerning allocation, for any Holder that is a partnership or corporation, the partners, retired partners and registration; provided furtherstockholders of such Holder, that if or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such Holder shall reduce be based upon the aggregate amount of Registrable Securities held shares carrying registration rights owned by such Holders to be all entities and individuals included in such underwriting and registration below 50% of the total amount of Registrable Securities requested to be included “Holder”, as defined 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 registrationthis sentence. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to Notwithstanding 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2foregoing, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b); (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 Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”)Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and the filing of such timeregistration statement should therefore be delayed, in which event the Company shall have the right to defer delay taking action with respect to such filing for a period two periods of not more than 90 sixty (60) days each in any twelve (12) month period after receipt of the request of the Initiating Holders. (d) 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; (ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; 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 is actively employing in any 12-month period;good faith all reasonable efforts to cause the Section 1.3 registration statement to become effective; or (viiii) if 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 1.12 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 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 20% 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, is at least $5,000,000)35,000,000, then the Company shall, within 30 days of the receipt thereof, will (x) promptly give written notice of such request the requested registration to all HoldersHolders and (y) as soon as practicable, file and subject use its reasonable best efforts to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the 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 that as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request to be registeredas are specified in a written request received by the Company within thirty (30) days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities. (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), 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 included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.22.1: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement June 30, 2014, or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following six months after the Initial Offering; (ii) after the Company has effected two three registrations pursuant to this Section 2.2, 2.1 and either (A) such registrations have been declared or ordered effective, there are no stop orders in effect effective or (B) the request for such Registration Statements has been subsequently withdrawn by the Initiating Holders and the Company Initiating Holders has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to not paid the Registration Expenses of such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.2withdrawn registration; (iii) during the period starting with the date of filing of, and ending on the date 180 days following following, the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)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 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 its 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, subject to Section 2.2(b)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 stating that in the good faith judgment of the Board of Directors of the Company (the “Board”)) stating that in the good faith judgment of 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 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 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 If at any time the Company shall receive (i) a written request from Purchaser Request, so long as the Purchaser Holders of hold at least 2030% 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 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Act, then the Company shall, within 30 ten (10) 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); providedii) then, however, that the number of shares among Holders of Registrable Securities that have elected to be included participate in such underwriting and registration shall not be reduced unless all other securities of underwritten offering, in proportion (as nearly as practicable) to the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce 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 included included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwriting and registration below 50% 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 total amount Holders of Registrable Securities requested participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion 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 registration by other securities would adversely impact the Initiating Holders, then marketing of 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 registrationoffering. (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 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 90 day period starting with the date of filing of, and ending commencing on the date 180 days following the effective date of the any other registration statement pertaining filed by the Company relating to the Initial Offering public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; S-8 or any successor thereto) or (iv) if within 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 its 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, subject to Section 2.2(b); (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, 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 “Board”)filing of such registration statement; provided, it 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 90 sixty (60) 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 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 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 at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,000)10,000,000, then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all no other securities of party other than the Company and the Holders are first entirely excluded from included in 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 fourth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined Offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)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 90 ninety (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 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 at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,0007,500,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 fifth anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 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 or confidential draft submission of, and ending on the date 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined Offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 of Managers of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), 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 90 ninety (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 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 to the conditions of this Section 2.22.1, if the Company shall receive a written request from the Initiating Holders of 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 20% 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, is at least $5,000,000)30,000,000, then the Company shall, within 30 days of the receipt thereof, will (x) 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), 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 included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.22.1: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement December 31, 2014 or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following six months after the Initial Offering; (ii) after the Company has effected two three registrations pursuant to this Section 2.2, 2.1 and either (A) all such registrations have been declared or ordered effective, there are no stop orders in effect effective or (B) the request for such registration statement has been subsequently withdrawn by the Initiating Holders and the Company has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to Initiating Holders have not paid the Registration Expenses of such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.2withdrawn registration; (iii) during the period starting with the date of filing of, and ending on the date 180 days following following, the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)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 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 its 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, subject to Section 2.2(b)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 stating that in the good faith judgment of the Board of Directors of the Company (the “Board”)) stating that, in the good faith judgment of 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 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 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 2.23.1, if the Company shall receive a written request from the (i) ▇▇▇▇ Holders of at least 20holding not less than 25% of the Registrable Securities then outstanding held by the ▇▇▇▇ Holders, (ii) FS Holders holding not less than 25% of the “Initiating Registrable Securities then outstanding held by the FS Holders or (iii) DLJ Holders holding not less than 25% of the Registrable Securities then outstanding held by the DLJ Holders”) , that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000)Securities, then the Company shall, within 30 five (5) days of the receipt thereof, give written notice of such request to all Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 2.23.1, must 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 registeredregistered in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration. (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 3.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3.1(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 (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 2.43.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, 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 among participating Holders, (i) first among the Initiating Holders of such Registrable Securities as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such Initiating Holders and (including ii) second to the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless extent all other securities of the Company are first entirely 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 underwriting by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders), then as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 2.23.1: (i) prior to the earlier of date one hundred eighty (A180) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering Public Offering; (or such longer period as may be determined ii) in the case of (x) a registration requested by ▇▇▇▇ Holders pursuant to Section 2.11 hereof3.1(a)(ii); provided that , after the Company makes reasonable good faith efforts has effected six (6) registrations requested by ▇▇▇▇ Holders pursuant to cause such Section, (y) a registration statement requested by FS Holders pursuant to become effectiveSection 3.1(a)(ii), after the Company has effected three (3) registration requested by FS Holders pursuant to such Section, and (z) a registration requested by DLJ Holders pursuant to Section 3.1(a)(ii), after the Company has effected one (1) registration requested by DLJ Holders pursuant to such Section; (iii) if the anticipated aggregate gross proceeds to be received by such Holders are less than $2,000,000; (iv) if within 30 five (5) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company’s 's intention to make a public offering within ninety (90) days in which case Section 3.2 shall govern; provided that if the Company does not file a registration statement for its Initial Offering under the Securities Act relating to such public offering within such ninety (90) day period (such 90 days day period being referred to herein as the "Relevant Period") the Company shall --------------- be prohibited from delivering additional notices pursuant to this Section 3.1(c)(iv) until the 181st day following the last day 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, subject to Section 2.2(b);Relevant Period; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 3.1, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (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 90 ninety (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 shall not defer filings -------- pursuant to this clause (v) more than twice an aggregate of ninety (90) days in any twelve (12-) month period;. (vid) if The Company shall select 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 registration statement form for any registration pursuant to Section 2.4 below; or (vii) in any particular jurisdiction in which 3.1, but shall cooperate with the Company would be requests of the Initiating Shareholders or managing underwriters selected by them as to the inclusion therein of information not specifically required to qualify to do business or to execute a general consent to service of process in effecting by such registration, qualification or complianceform.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company Corporation shall receive a written request from the Holders of at least 20% a majority of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company Corporation file a registration statement under the Securities Act covering the registration of at least 20% 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, is at least not less than $5,000,000), then the Company Corporation shall, within 30 ten 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, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that all the Holders request to be registeredregistered within 20 days of the mailing of such notice by the Corporation in accordance with Section 6.7. (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 Corporation as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company Corporation 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 CompanyCorporation). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company Corporation that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company Corporation 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); provided) PROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such the underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.4offering. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company Corporation shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier to occur of (A) 180 days after the third Initial Offering and (B) the second anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering;Agreement; or (ii) after the Company Corporation has effected two 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;; or (iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;or (iv) if within 30 ten days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company Corporation gives notice to the Holders of the Company’s Corporation's intention to file a registration statement for make its 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, subject to Section 2.2(b);days; or (v) if the Company Corporation 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 (the “Board”)Corporation, it would be seriously detrimental to the Company Corporation and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company Corporation shall have the right to defer such filing for a period of not more than 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 Corporation not more than twice once in any 12-twelve 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 2.2Any Purchaser or Strategic Partner may, if the Company shall receive a written request from the Holders of at least 20% 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 2025% of the Registrable its Eligible Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the in its request. The Company shall, within 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 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 1.2, and ending on the earlier to occur of (A) 90 days after the third anniversary date on which such registration statement is declared effective by the Securities and Exchange Commission or otherwise becomes effective, and (B) the 180th day after the date of such filing. (e) The demand registration rights granted in this Section 1.2 shall expire, if not exercised prior thereto, on the date on which more than 90% of all Eligible Securities (as of the date of this Agreement Agreement) shall have been publicly sold by the Holders thereof in a public offering registered under the Securities Act of 1933 or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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 the conditions of this Section 2.22.1, if the Company ----------- shall receive a written request from the Holders of at least 20% a majority of the Registrable Securities Shares (determined on an as-if converted basis) (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000"Demand Registration"), then the Company shall, within 30 15 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 for which the Company has received written requests for inclusion therein within 15 days after receipt by the Holders request of such Company notice. All registrations pursuant to this Section ------- 2.1 shall be registered.underwritten registrations. --- (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of other than 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 eventthe event of an underwritten -------------- -------------- offering, 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 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 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations Demand Registrations pursuant to and in accordance with this Section 2.22.1, and such ----------- registrations have been declared or ordered effective, there provided that if as a result of the managing underwriter's advice, less than two thirds of the Registrable Securities covered by the Registration request are no stop orders included in effect and the Company has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to such registrations, each registration at the time effective date thereof, the request shall not be considered a Demand Registration which has been effected for purposes of any subsequent request to effect any additional registration pursuant to this Section 2.2;------- 2.1 (iiic) (i). --------- (ii) during the period starting with the date of filing of, and ending on the date 180 90 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof)a public offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iviii) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(a), the Company gives written notice -------------- to the Holders of the Company’s 's intention to file a registration statement for its Initial Offering with respect to a public 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 30 days; provided that a delay pursuant to include all the Registrable Securities so requested to be registeredthis Section 2.1(c)(iii), subject to Section 2.2(b2.1(c)(ii), shall be no longer than ------------------- ------------------ 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 stating that in the good faith judgment of the Board of Directors of the Company (the “Board”)Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such timetime because such registration would require premature public disclosure with respect to pending confidential matters, in which event the Company shall have the right to defer such filing for a period of not more than 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 once in any 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 (viid) in The Company agrees (i) not to effect any particular jurisdiction in which public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of the Registration Statement for a Demand Registration, unless the underwriters managing such offering otherwise agree, and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company would be required at any time after the date of this Agreement (other than in a registered public offering) to qualify agree not to do business effect any public sale or distribution (including sales pursuant to execute a general consent to service Rule 144) of process in effecting any such securities during such period (except as part of such underwritten registration, qualification or complianceif otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,00010,000,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)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 90 one hundred twenty (120) 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 the Company shall receive a written request from the Holders of at least 20% more than 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 20% of the Registrable Securities then outstanding (or a lesser percent if Securities, and the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed five million dollars $5,000,0005,000,000 (a “Qualified Public Offering”), then the Company shall, within 30 ten (10) days of the receipt thereof, give written notice of such request to all HoldersHolders of Registrable Securities. Within fifteen (15) days after such notice has been sent by the Company, and subject all other Holders of Registrable Securities may give written notice to the Company of such Holder’s intent to include some or all of its Registrable Securities in the registration. Subject to the limitations of this Section 2.2, the Company shall use its best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders of Registrable Securities request to be registered. (b) If the Initiating Holders or 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 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 of Registrable Securities 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 of Registrable Securities 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 or Requesting 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 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.such

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 at least 20% 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 20% of the Registrable Securities then outstanding (or a lesser percent if such that the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000would constitute a Qualified IPO (each, a “Demand Registration”), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.21.2: (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 2.11 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, 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 180 one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof)a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 30 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 its Initial Offering a public offering, other than pursuant to a Special Registration Statement 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, subject to Section 2.2(b)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 (the “Board”)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 90 sixty (60) 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 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 at least 20% 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 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, is at least $5,000,000), then the Company shall, : (i) within 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 the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Company shall not be reduced unless first exclude all other securities of the Company are first entirely excluded and of stockholders other than the Holders from the underwriting and registration; provided further, that if such reduction shall reduce registration before it reduces the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% of the total amount number 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, and, subject to Section 2.5, 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; (iiiii) during the period starting with the date that is 30 days prior to the filing of filing of, and ending on the date 180 days following the effective date of the of, a registration statement pertaining to the Initial Offering (or such longer period as may be determined a public offering, other than pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts a Special Registration Statement relating to cause such registration statement to become effectivean employee benefit plan; (iv) if within 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 its 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, subject to Section 2.2(b); (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 (the “Board”)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 90 120 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 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 is actively employing in any 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) Commencing upon the expiration of any lock-up agreement that the Holders have entered into with the underwriters in connection with an Initial Offering pursuant to SECTION 2.10, subject to the limitations set forth in this SECTION 2, the Holders of not less than 60% of the then outstanding Registrable Securities (the "REQUESTING HOLDERS") may at any time give to the Company a written request for the registration (a "DEMAND REGISTRATION") by the Company under the Act of all or any part of the Registrable Securities held by such Requesting Holders. Within 15 business days after the receipt by the Company of any such written request, the Company will give written notice of such request to all Holders of Registrable Securities. (b) Subject to the conditions limitations set forth in this SECTION 2, after the receipt of this Section 2.2a written request for a Demand Registration, if (i) the Company will be obligated to include in such Demand Registration all Registrable Securities with respect to which the Company receives from Holders of Registrable Securities the written requests of such Holders for inclusion in such Demand Registration, within 30 days after the date on which the Company gives to all Holders a written notice of registration request pursuant to SECTION 2.1(a), and (ii) the Company shall receive a written request from the Holders of at least 20% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under covering all such Registrable Securities as soon as practicable after receipt of the Securities Act covering written requests of such Holders for inclusion in such Demand Registration, and shall use its commercially reasonable efforts to effect the registration of at least 20% all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this SECTION 2.1(b) will specify the number of Registrable Securities to be registered and will also specify the intended method of disposition thereof. If the Requesting Holders intend to distribute the Registrable Securities then outstanding by means of an underwriting, they shall so advise the Company in their request. The underwriter shall be reasonably acceptable to the Company. (or a lesser percent c) The registration statement filed pursuant to any Demand Registration pursuant to this SECTION 2.1 may, subject to the limitations set forth in this SECTION 2, include other securities of the Company which are held by persons other than the Holders who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. (d) The Company shall not be required to effect any Demand Registration of any Registrable Securities pursuant to this SECTION 2.1 if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then the Company shall, within 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 will not equal or exceed fifteen million dollars (which underwriter or underwriters shall be reasonably acceptable to the Company$15,000,000). 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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. (ce) The Company shall not be required to effect a registration more than two (2) Demand Registrations pursuant to this Section 2.2:SECTION 2.1. (if) The Company will not be obligated to effect any Demand Registration of any Registrable Securities pursuant to this SECTION 2.1 during the period commencing on the date falling 90 days 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 Company's estimated date of filing of, and ending on the date 180 days following the effective date of the of, any registration statement pertaining to any registration initiated by the Initial Offering Company, for the account of the Company (or other than with respect to securities registered solely in connection with acquisitions, employee benefit plans, and the like), if the written request of the Requesting Holders for such longer period as may be determined Demand Registration pursuant to Section 2.11 hereof)SECTION 2.1(a) hereof is received by the Company after the Company has commenced an underwritten registration initiated by the Company and provides reasonable evidence that it commenced activities directly related to such filing before receiving the written request of the Holders; provided PROVIDED, HOWEVER, that the Company makes will use its commercially reasonable efforts in good faith efforts to cause any such registration statement to be filed and to become effective;effective as expeditiously as is reasonably possible. (ivg) if within 30 days The Company will not be obligated to effect any Demand Registration of receipt of a written request from Initiating Holders any Registrable Securities pursuant to Section 2.2(a)this SECTION 2.1 for not more than a 120-day period, if: (i) in the Company gives notice to good faith judgment of the Holders Board of Directors of the Company’s intention , such registration would be seriously detrimental to file the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement for its Initial Offering within 90 days of the time of the Company’s receipt of at such written request in which the Initiating Holders have been or will be permitted to include all the Registrable Securities so requested to be registeredtime, subject to Section 2.2(b); and (vii) if the Company shall furnish to such 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 (the “Board”)Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled in the near future and that it is, in which event the Company shall have the right therefore, essential to defer such the filing for a period of not more than 90 120 days after receipt of the request of the Initiating Requesting Holders; provided and FURTHER PROVIDED, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. (h) If the managing underwriters in any Demand Registration advise the Company that the number of securities proposed to be included in such right to delay a request under this Section 2.2(c)(v) (together with any similar right registration exceeds, in the case opinion of a the managing underwriters of such registration under Section 2.4in light of marketing factors, the number of securities to which such registration should be limited (the "UNDERWRITERS' MAXIMUM NUMBER"), then: (i) shall the Company will be exercised obligated to include in such registration that number of Registrable Securities requested by Holders to be included in such registration as does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities will be allocated PRO RATA among such Holders on the basis of the number of Registrable Securities held by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by Holders to be included in such registration, then the Company will be entitled to include in such registration that number of securities as has been requested by the Company to be included in such registration for the account of the Company and that is not more greater than twice in any 12-month period; such excess; and (viiii) if the Initiating Holders propose to dispose Underwriters' Maximum Number exceeds the sum of shares the number 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 is obligated under clause (i) above to qualify include in such Demand Registration plus the number of securities that the Company proposes to do business or to execute a general consent to service of process offer and sell for its own account in effecting such registration, qualification then the Company may include in such registration that number of other securities as security holders other than Holders may have requested be included in such registration and that is not greater than such excess, and such number of excess securities will be allocated PRO RATA among such security holders other than the Holders on the basis of the number of such securities requested to be included in such registration by each such security holder. Neither the Company nor any of its other security holders will be entitled to include any securities in any underwritten Demand Registration unless the Company or compliancesuch security holders (as the case may be) agree in writing to sell such securities on the same terms and conditions as apply to the Registrable Securities held by Holders to be included in such Demand Registration.

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 or (ii) without limiting the rights of the Purchaser Holders under clause (i) to submit a Purchaser Request, after the earlier of at least 20% (A) the first date on which (1) the Ares Significant Investor owns less than one-third of the Registrable Securities owned by Ares and its Affiliates on the Closing Date, (2) the “Initiating Holders”PEP Significant Investor owns less than fifty percent (50%) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding owned by PEP and its Affiliates on the Closing Date and (3) the ▇▇▇▇▇ Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by ▇▇▇▇▇ and its Affiliates on the Closing Date or (B) a lesser percent if the anticipated aggregate offering priceQualified Public Offering, net of underwriting discounts and commissions, is at least $5,000,000)a written Registration Request, then the Company shall, within 30 ten (10) 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, effectshall use its reasonable best efforts to prepare and file a Registration Statement with respect to all Registrable Securities which the applicable Holders request to be registered within ten (10) days of the mailing of such notice by the Company, as expeditiously as reasonably possiblein accordance with Section 8(g) below, the registration and use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act of all Registrable Securities that all Holders request to be registeredas 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(n)) 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 managing 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 Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among any such Holder(s) 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 aggregate number of Registrable Securities held by all such Holders, until such Holders (including have included in the Initiating Holders); provided, however, that the number of shares of underwriting all Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held 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 underwriting and registration below 50% underwritten offering, in proportion (as nearly as practicable) to the number of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the total amount Holders participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities requested to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such registration by other securities would adversely impact the Initiating Holders, then marketing of 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 registrationoffering. (c) The Company shall be obligated to effect not more than four (4) registrations for each Significant Investor (and only if each 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 Trading Day immediately 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 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 2.11 following the Initial Offering; (ii) after the Company has effected two registrations pursuant to this Section 2.2, 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 ninety (90) day period starting with the date of filing of, and ending commencing on the date 180 days following the effective date of the any other registration statement pertaining filed by the Company relating to the Initial Offering public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; S-8 or any successor thereto) or (iv) if within 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 its 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, subject to Section 2.2(b); (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, 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 thirty (30) days of the Purchaser Request or the Registration Request, as the case may be, 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) ninety (90) days after the “Board”)filing of such registration statement; provided, it 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 by reason of a material pending or imminently prospective transaction or development and therefore suspending such registration statement to be effected at such timeRegistration Statement’s effectiveness is essential, in which event the Company shall have the right to defer suspend such filing effectiveness for a period of not more than 90 sixty (60) days in the aggregate after receipt of the request of Purchaser Request or the Initiating Holders; provided that such right to delay a request under this Section 2.2(c)(v) (together with any similar right in Registration Request, as the case of a registration under Section 2.4) shall be exercised by may be; provided, however, that 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 at least 20% 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 20% a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least would exceed $5,000,0007,500,000), then the Company shall, within 30 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); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely 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 2.11 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 2.2(b)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 Company (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 90 120 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 once in any 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 Kriegsman may, upon written notice to the conditions Company at any time followin▇ ▇▇▇ ▇▇▇e of this Section 2.2Warrant Agreement until the Expiration Date, if the Company shall receive a written make one request from the Holders of at least 20% of the Registrable Securities (the “Initiating Holders”) that the Company file with the Securities and Exchange Commission, within sixty (60) days of the delivery of such notice to the Company, a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $5,000,000), then "Demand Registration") on a form satisfactory to the Company shall, within 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 register under the Securities Act of all 1933, as amended (the "Securities Act"), the Warrant Shares issued or issuable (whether or not yet vested) by way of exercise of the Warrant ("Registrable Securities"). Notwithstanding the foregoing, Registrable Securities shall not include any securities that all Holders request may be sold by a person to be registeredthe public pursuant to Rule 144(k) under the Securities Act during any ninety (90) day period. (b) If the Initiating Holders intend to distribute Demand Registration is part of or combined with an underwritten primary registration on behalf of the Registrable Securities covered by their request by means of an underwritingCompany, they shall so and the managing underwriters advise the Company as a part that in their opinion the number of their request made pursuant securities requested 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 be included in such registration shall exceeds the number which can be conditioned upon such Holder’s participation sold in an orderly manner 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 offering within a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be price range 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 will include in such registration (1) first, the securities the Company proposes to sell, (2) second, the Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, pro rata among the underwriting shall be allocated to the Holders holders of such Registrable Securities and other securities on a pro rata the basis based on of the number of Registrable Securities held requested to be included therein and any other securities requested to be included therein by all other holders entitled to request inclusion of their securities in such Holders registration, and (including the Initiating Holders); provided3) third, however, that the number of shares of Registrable Securities other securities requested to be included in such underwriting and registration. (c) If the Demand Registration is part of or combined with an underwritten secondary registration shall not be reduced unless all other securities on behalf of holders of the Company's Common Stock, and the managing underwriters advise the Company are first entirely excluded from that in their opinion the underwriting and registration; provided further, that if such reduction shall reduce the amount number of Registrable Securities held by such Holders securities requested to be included in such underwriting registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders initially requesting such registration, then the Company will include in such registration (1) first, the securities requested to be included therein by the holders requesting such registration, and registration below 50% of (2) the total amount of Registrable Securities and any other securities requested to be included in such registration by other holders entitled to request inclusion of their securities in such registration, pro rata among the Initiating Holders, then holders of such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4. Any securities on the basis of the number of Registrable Securities excluded or withdrawn from requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such underwriting shall be withdrawn from the registration. (d) If the number of shares of Registrable Securities actually registered pursuant to the Demand Registration is reduced pursuant to either of subsections (b) or (c) The Company shall not above from the number of shares originally requested to be required to effect a registration registered pursuant to this Section 2.2: subsection (ia) prior to the earlier of (A) the third anniversary of above, then Kriegsman shall be permitted, at any time after the date of this Agreement or which is ten (B▇▇) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) ▇▇▇▇ after the Company has effected two registrations pursuant to this Section 2.2, 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 180 days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within 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 its 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, subject to Section 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 Company (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 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 filed by the Company not more than twice pursuant to or in any 12-month period; connection with the Demand Registration, to make another Demand Registration in accordance with subsection (via) if the Initiating Holders propose to dispose above for such number of shares of Registrable Securities as was originally requested in the prior Demand Registration but which were not actually registered; provided, however, that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or notwithstanding subsection (viia) in any particular jurisdiction in which above, the Company would be required shall file such other registration statement within twenty (20) days of the delivery to qualify to do business or to execute a general consent to service the Company of process in effecting the notice by Kriegsman requesting such registration, qualification or complianceother Demand Registration.