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 not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), ) then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least 62% of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) 15 days of the receipt thereof, give written notice of such request to all Holders, and and, subject to the limitations of this Section 2.2, as soon as practicable, and in any event within sixty days after the Company shall use its commercially reasonable efforts date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to effect be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, and effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 not less than twenty-five percent (25%) of the outstanding at least 1,125,000 shares of Registrable Securities, in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Registrable Securities after the date hereof, (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of a number of Registrable Securities resulting in an aggregate offering price to the public anticipated gross proceeds, of not less than at least $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 Requisite Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 the Registrable Securities then outstanding (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2 , effect, as expeditiously as reasonably possible (and no later than ninety (90) days from the Company shall use its commercially reasonable efforts to effect receipt of the request), the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company 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 which that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be first allocated to the Holders of such Registrable Securities Series C Preferred on a pro rata basis based on the number of Registrable Securities such securities held by all such Holders (including the Initiating Holders); provided, however, that then to the Holders of Series B Preferred on a pro rata basis based on the number of shares such securities held by all such Holders (including the Initiating Holders), then to the Holders of Registrable Securities to be included in Series A Preferred on a pro rata basis based on the number of such underwriting and registration shall not be reduced unless securities held by all other outstanding securities of such Holders (including the Company are first entirely excluded from the underwriting and registrationInitiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to 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; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after if the first follow-on anticipated aggregate offering price, net of the Company’s Common Stock to the public that is registered under the Securities Act underwriting discounts and follows the Initial Offeringcommission, would be less than $10,000,000; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (sometimes referred to herein as the “Board”) or 2) a majority of stating that in the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect be 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivii) 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 (ixviii) 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 (the “Demand Request”) from the Holders of not less than twenty-five percent (25%) owning at least 66 ⅔% of the then outstanding shares of the Registrable Securities Preferred Stock (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to for the public sale of not less than $5,000,000 the Registrable Securities (a the “Qualified Public OfferingRequested Shares”), then the Company shall, within thirty fifteen (3015) days of after the receipt thereof, give written notice of such request to all Holdersholders of Preferred Shares, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all of the Requested Shares owned by the Initiating Holders and all Registrable Securities owned by any other Holder owning Preferred Shares which notifies the Company in writing, within thirty (30) days after receipt of the Company’s notice contemplated by this paragraph, that it intends to participate in the Holders request demand registration contemplated herein (such notification to include the number of Registrable Securities sought to be registeredincluded and the intended method or methods of distribution for such Registrable Securities), subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request Demand 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 a majority in interest of the Initiating Holders (which underwriter or underwriters Holders. All such selections shall be reasonably acceptable subject to the reasonable approval of the Company), which approval will not be unreasonably withheld, conditioned or delayed. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting and registration shall be allocated to among the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the . The number of shares of Registrable Securities to be included in such any underwriting and registration covered by this Section 2.2 shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such any underwriting pursuant to this Section 2.2(b) shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the CEO of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed because such action (i) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (ii) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period. (d) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) at any time prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following after the Company’s Initial Offering or (B) July 8, 2012; (ii) during the period starting with the date thirty (30) days prior to the filing of, and ending on a date one hundred twenty (120) days after the effective date of a registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement pertaining to the Initial Offeringbecome effective; (iiiii) after the Company has effected two (2) registrations initiated by the Holders pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable;or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if unless the Registrable Securities proposed to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety have an aggregate offering price of at least Five Million Dollars (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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$5,000,000).

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 not less than twenty-five fifty percent (2550%) of the outstanding shares 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 having an aggregate offering price to covering the public registration of not less than $5,000,000 (all or a “Qualified Public Offering”)portion of the Registrable Securities held by such Initiating Holders, then the Company shall, within 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, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that 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 a majority at least seventy percent (70%) in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) 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 one hundred eighty ninety (18090) days following the effective date of, the of a non-Initial Offering registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be 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 ninety one hundred (90120) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;. (viiid) 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 (ix) 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 not less than twenty-five percent (25%) of the outstanding shares at least a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering all or part of the Registrable Securities (provided that the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, is at least $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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 four (4) years from the date of this Agreement, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) demand registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to of the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety (90) days; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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 (ixvii) 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 not less than twenty-five percent (25%) of the outstanding shares at least a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public price, net of not less than underwriting discounts and commissions, exceeding $5,000,000 (a “Qualified Public Offering”)25,000,000, then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority at least 67% in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.advises

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive receives, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1(b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such notice by the Company. Registrations under this Section 2.1 (Demand Registration) shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the request for such registration. (b) If the Holders initiating the registration request under this Section 2.1 (Demand Registration) (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 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), 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 2.4(e) (Obligations of the Company)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the 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 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount 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 of the Company held by each Holder; provided, however, that in each case the number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any provided, further, that in the case of registration pursuant to Section 2.1(a) (Demand Registration), that if the reduction reduces the total amount of Registrable Securities excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (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 Agreementforegoing, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once twice in any twelve (12) month period. (d) In addition to and without prejudice to Section 2.14 (Termination of Registration Rights), the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration): (i) after the Company has effected two (2) registrations pursuant to Section 2.1(a) (Demand Registration) (with ADRs or ADSs and their underlying Class A Ordinary Shares constituting a single registration) and such registrations (x) have been declared or ordered effective, or (y) have been closed or withdrawn at the request of the Initiating Holders (other than as a result of a Material Adverse Effect); (viiiii) during the period commencing on the date sixty (60) days prior to the date of filing (as estimated by the Company in good faith) of, and ending on the date one hundred and eighty (180) days after the effective date of (subject to such extension as provided in Section 2.13 (“Market Stand-Off” Agreement)), a registration subject to Section 2.2 (Company Registration) (other than a registration relating solely to the sale of securities to participants in a Company share plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Class A Ordinary Shares being registered are Class A Ordinary Shares issuable upon conversion of debt securities that are also being registered or an SEC Rule 145 transaction); provided that the Company uses its reasonable best efforts to cause such registration statement under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in or any particular jurisdiction in which successor form that provides for short-form registration), as 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 compliancecase may be.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twentyat least thirty-five percent (2535%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of Registrable Securities with an anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, that would exceed $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company 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 which that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first, to the Holders 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); providedsecond, howeverto the Company; and third, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all any other outstanding securities stockholder of the Company are first entirely excluded from the underwriting and registration(other than a Holder) with contractual registration rights, on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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, Agreement or (B) one hundred eighty (180) days following the effective date expiration of the registration statement pertaining to 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; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingOffering (or such longer period during which the transfer of securities may be restricted pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety (90) days; (viv) if during the Registrable Securities period starting sixty (60) days prior to be included in the Company’s good faith estimate of the date of filing of a registration statement could be sold without restriction under SEC Rule 144(kpertaining to a public offering (other than pursuant to a Special Registration Statement) within a ninety and ending on the date one hundred twenty (90120) day period and days following the Company is currently subject to the periodic reporting requirements effective date of Section 12(g) or 15(d) of the Exchange Actsuch registration; (viivi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivii) 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 (ixviii) 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, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1(b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such notice by the Company. Registrations under this Section 2.1 (Demand Registration) shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the request for such registration. (b) If the Holders initiating the registration request under this Section 2.1 (Demand Registration) (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 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), 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 2.4(e) (Obligations of the Company)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the 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 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount 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 of the Company held by each Holder; provided, however, that in each case the number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any provided, further, that in the case of registration pursuant to Section 2.1(a) (Demand Registration), that if the reduction reduces the total amount of Registrable Securities excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (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 Agreementforegoing, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once twice in any twelve (12) month period. (d) In addition to and without prejudice to Section 2.14 (Termination of Registration Rights), the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.1 (Demand Registration): (i) after the Company has effected two (2) registrations pursuant to Section 2.1(a) (Demand Registration) (with ADRs or ADSs and their underlying Ordinary Shares constituting a single registration) and such registrations (x) have been declared or ordered effective, or (y) have been closed or withdrawn at the request of the Initiating Holders (other than as a result of a Material Adverse Effect); (viiiii) during the period commencing on the date sixty (60) days prior to the date of filing (as estimated by the Company in good faith) of, and ending on the date one hundred and eighty (180) days after the effective date of (subject to such extension as provided in Section 2.13 (“Market Stand-Off” Agreement)), a registration subject to Section 2.2 (Company Registration) (other than a registration relating solely to the sale of securities to participants in a Company share plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered or an SEC Rule 145 transaction); provided that the Company uses its reasonable best efforts to cause such registration statement under Section 2.2 (Company Registration) to become effective; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in or any particular jurisdiction in which successor form that provides for short-form registration), as 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 compliancecase may be.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from (i) the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities or (ii) TCP with respect to the Warrant Shares (in each case, the “Initiating Holders”) that that, in the case of clause (i) above only, the Company file a registration statement under the Securities Act having an covering the registration of at least a twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (ba) 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)) and TCP if TCP includes any of its Registrable Securities in such demand registration. 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 which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first, to TCP on a pro rata basis based on the total number of Registrable Securities held by the Holders affiliated with TCP; and second to the Holders of such all other 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (cb) 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 first anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining except with respect to the Initial OfferingWarrant Shares; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringan underwritten public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement, within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of stating that in the Company (the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viiivi) 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, in which case the Company shall comply with Section 2.4 upon such request; or (ixvii) 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 date of this Section 2.2, if the IR Agreement Company shall receive receives a written request from the Holders of not less than twenty-five percent (25%) of the outstanding Investor that Company file a Form S-1 registration statement with respect to at least 500,000 shares of the Registrable Securities (subject to adjustment for any stock split, stock dividend, recapitalization, reorganization, or the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”like), then the Company shall, as soon as practicable, and in any event within thirty (30) 60 days of after the receipt thereof, give written notice of date such request is given by Investor, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that Investor requested to all Holdersbe registered, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered2.1(c) and Section 2.1(d). (b) If at any time when it is eligible to use a Form S-3 registration statement, Company receives a request from Investor that Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of Investor, then Company shall, as soon as practicable, and in any event within 30 days after the Initiating Holders intend date such request is given by Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by Investor, subject to the limitations of Section 2.1(c) and Section 2.1(d). (c) If, pursuant to Section 2.1(a) or Section 2.1(b), Investor 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 for registration. The underwriter(s) will be selected by Investor, subject only to this Section 2.2 or any request pursuant to Section 2.4 and the reasonable approval of Company. Investor shall, together with Company shall include such information in the written notice referred to as provided in Section 2.2(a) or Section 2.4(a2.3(e), 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 underwriter(s) selected for such underwriting by a majority in interest of the 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(c), if the underwriter advises the Company managing underwriter(s) advise(s) Investor in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and on the number of shares to be underwritten, then the number 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 all such Holders (including the Initiating Holders)so reduced; provided, however, that the number of shares of Registrable Securities held by Investor to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (cd) The Company shall not be required to effect a registration pursuant to this Notwithstanding the obligations set forth in Section 2.2: (i2.1(a) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this and Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a2.1(b), the if Company gives notice furnishes to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, Investor a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board Company’s chief executive officer stating that in their the good faith judgment, judgment of Company’s board of directors it would directly, be materially and adversely affect the detrimental to Company and its stockholders 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, in which event corporate reorganization, or other similar transaction involving Company, (ii) require premature disclosure of material information that Company has a bona fide business purpose for preserving as confidential, or (iii) render Company unable to comply with requirements under the Securities Act or Exchange Act, then Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating HoldersInvestor is given; provided, however, that such Company may not invoke this right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) -month period; (viii) if the Initiating Holders propose to dispose ; and, provided further, that Company shall not register any securities for its own account or that of shares of Registrable Securities that may be immediately registered on Form S-3 any other stockholder during such 90-day period other than pursuant to a request made pursuant to Section 2.4 below; or (ix) 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 compliancean Excluded 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 not less than twenty-five percent (25%) of the outstanding shares holding a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”30,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company 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 which 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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 expiration of the date of this Agreement, or (B) one hundred eighty (180) days restrictions on transfer set forth in Section 2.11 following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect for a public offering, other than pursuant to the Initial Offering a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directlyreasonably be 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, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than 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; (viiivi) 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; (ixvii) 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) 3.1.1 Subject to the conditions of this Section 2.23.1, if the Company shall receive a written request from the Holders of not less more than twenty-five twenty percent (2520%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having covering the registration of at least twenty percent (20%) of their Registrable Securities or a lesser percentage if the Registrable Securities to be registered will have an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)2,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.1, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 3.1.2 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(a), as applicable3.1.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.43.1, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 3.1.3 The Company shall not be required to effect a registration pursuant to this Section 2.23.1 prior to the earlier of: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementAugust 15, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;2001; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.23.1, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (1801) days year following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable;or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)3.1.1, the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.23.1, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period; (viii) 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 (ix) 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 not less than twenty-five thirty percent (2530%) of the outstanding shares or more of the Registrable Securities (other than the “Founder Shares) then outstanding (the "Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate offering price to the public of not less than at least $5,000,000 (a “Qualified Public Offering”)15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section Sectio n 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementApril 26, 2004, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board or the Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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, upon the expiration of six (6) months after the effective date of a QIPO, a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty (30) days of after the receipt thereof, give a written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1(b) (Demand Registration), the Company shall use its commercially reasonable best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days after the mailing of such notice by the Company. Registrations under this Section 2.1 (Demand Registration) shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the request for such registration. (b) If the Holders initiating the registration request under this Section 2.1 (Demand Registration) (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 2.1 (Demand Registration) and the Company shall include such information in the written notice referred to in Section 2.2(a2.1(a) or Section 2.4(a(Demand Registration), 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 2.4(e) (Obligations of the Company)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the 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 (Demand Registration), if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Initiating Holders shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the number amount 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 of the Company held by each Holder; provided, however, that in each case the number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities other outstanding securities of the Company than Registrable Securities are first entirely excluded from the underwriting underwriting; and registration. Any provided, further, that in the case of registration pursuant to Section 2.1(a) (Demand Registration), that if the reduction reduces the total amount of Registrable Securities excluded or withdrawn from included in such underwriting shall be withdrawn from to less than thirty percent (30%) of the registration. A Registrable Securities initially requested for registration statement by the Initiating Holders, such offering shall not be counted if, as a result registration for the purpose of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedsubsection (d)(i). (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 Agreementforegoing, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish furnishes to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors president or chief executive officer of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety one hundred and twenty (90120) days after receipt of the request of from the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once twice in any twelve (12) month period;. (viiid) if In addition to and without prejudice to Section 2.14 (Termination of Registration Rights), 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 take any action to effect, any registration pursuant to a request made pursuant to this Section 2.4 below; or 2.1 (ix) 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):

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive at any time or from time to time after the earlier of (1) the effective date of the registration statement pertaining to the Initial Offering or (ii) December 31, 2002, a written request from the Holders of not less than twenty-five at least fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Act covering the registration of the Registrable Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)then outstanding, then the Company shall, within thirty ten (3010) days of the after receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this set forth in Section 2.22.1 (b), the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable and in any event within sixty (60) days -after the receipt of such request, the registration under the Securities Act of all Registrable Securities that the Holders request to be registeredregistered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 6.5, provided that the Registrable Securities requested by the Holders to be registered pursuant to such request must have an anticipated aggregate public offering price of not less than five million dollars ($5,000,000). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 subsection 2.1 (a) 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). The underwriter will be selected by the Company and shall be reasonably acceptable to a majorityin-interest of the Initiating Holders, as applicableprovided that such underwriter shall be of nationally recognized standing and shall agree to firmly underwrite such offering. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)underwriting. Notwithstanding any other provision provisions 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 which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (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 Agreementforegoing, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.22. 1, a certificate signed by 1) the Chairman Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 Ming of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not invoke this right more than once in any twelve (12) month period. (d) The Company shall not be obligated to effect, or to take any action to effect any registration pursuant to Section 2.1: (i) if, within thirty (30) days after receipt of a written request from the Initiating Holders pursuant to Section 2.1 (a), the Company gives notice to the Holders of its intent to undertake its Initial Offering within ninety (90) days of such notice; (viiiii) if during the Initiating Holders propose to dispose period commencing on the date of shares of Registrable Securities that may be immediately registered filing of, and ending on Form S-3 pursuant the date one hundred eighty (180) days after the effective date of, a registration statement pertaining to a request made pursuant public offering of Shares, provided that the Company is actively employing in good faith all reasonable efforts to Section 2.4 belowcause such registration statement to become effective; or (ixiii) in any particular jurisdiction in which after the Company would be required to qualify to do business has effected two registrations pursuant thereto and such registrations have been declared or to execute a general consent to service of process in effecting such registration, qualification or compliance.ordered effective;

Demand Registration. (a) Subject to At any time after the conditions of this Section 2.2, if 180th day following the initial Public Offering by the Company shall receive a and, in the case of Silver Lake, TPG or August, after New SAC has distributed Shares pursuant to Section 2.1, upon the written request from the Holders of not less than twenty-five percent any of New SAC, TPG, Silver Lake or August (25%) of the outstanding shares of the Registrable Securities (the a “Initiating HoldersDemand Party”) requesting that the Company file effect the registration (a registration statement “Demand Registration”) under the Securities Act having an aggregate offering price to of all or part of such Demand Party’s Registrable Securities and specifying the public amount and intended method of not less than $5,000,000 (a “Qualified Public Offering”)disposition thereof, then the Company shall, within thirty (30) days of the receipt thereof, will promptly give written notice of such request to all Holders, and subject requested registration to the limitations other holders of this Section 2.2Registrable Securities and other holders of securities entitled to notice of such registration and thereupon will, the Company shall use its commercially reasonable efforts as expeditiously as possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Registration Rights Holders; and (ii) the Registrable Securities of other holders which the Company has been requested to register by written request given to the Company within 14 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities and such other securities so to be registered; provided that the Company shall not be required to effect the registration of Registrable Securities (i) at the request of New SAC under this Section 3.2(a) on more than six occasions, (ii) at the request of Silver Lake under this Section 3.2(a) or under Section 2.1(f) on more than three occasions, (iii) at the request of TPG under this Section 3.2(a) or under Section 2.1(f) on more than three occasions, or (iv) at the request of August under this Section 3.2(a) or under Section 2.1(f) on more than one occasion; provided, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3.2(a): (x) within a period of 180 days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 3.2(a), Section 2.1(f) or relating to any registration effected under Section 3.1; (y) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its reasonable best efforts to cause such audit to be completed expeditiously and without unreasonable delay); or (z) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its shareholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 90th day after receipt by the Company of the written request from TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 3.2(a). Nothing in this Section 3.2(a) shall operate to limit the right of a Registration Rights Holder to (i) request the registration of Registrable Securities that consist of Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder notwithstanding the Holders fact that at the time of request to be registeredsuch Registration Rights Holder holds only such securities and not the underlying Shares or (ii) request the registration at one time of Registrable Securities that consist of both Shares and securities convertible into or exercisable or exchangeable for Shares. (b) If the Initiating Holders intend to distribute the The Company will pay all Registration Expenses in connection with each registration of Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made requested pursuant to this Section 2.2 or any request 3.2. (c) A registration requested pursuant to this Article III will not be deemed to have been effected unless it has become effective; provided that, if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, then such registration will be deemed not to have been effected. (d) If a requested registration pursuant to this Section 2.4 3.2 involves an underwritten offering and regardless of whether the Company is registering any securities therein, the Board shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 3.2 involves an underwritten offering 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the managing 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 which would otherwise be underwritten pursuant heretoin writing that, 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 its opinion, 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not exceeds the number which can be required sold in such offering, so as to be reasonably likely to have an adverse effect a registration pursuant to this Section 2.2: (i) prior to on the earlier of (A) the third anniversary price, timing or distribution of the date of this Agreementsecurities offered in such offering, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after then the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect will include in such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering such number of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities requested to be included in such registration which, in the registration statement could opinion of such managing underwriter, can be sold without restriction under SEC Rule 144(k) within a ninety (90) day period having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included in such registration based on the relative number of Registrable Securities then held by each such holder of Registrable Securities. In the event that the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company is currently subject may include in such registration securities it proposes to sell for its own account up to the periodic reporting requirements number of Section 12(g) or 15(d) securities that, in the opinion of the Exchange Act;underwriter, can be sold. (viif) if the Company shall furnish August agrees not to Holders requesting a exercise any demand registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, rights it would directly, materially and adversely affect the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall may have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by 3.2 of the Company New SAC Shareholders Agreement without first obtaining the written consent of each of Silver Lake and TPG. Each of Silver Lake and TPG agree not more than once in to exercise any twelve (12) month period; (viii) if the Initiating Holders propose to dispose of shares of Registrable Securities that demand registration rights it may be immediately registered on Form S-3 pursuant to a request made have pursuant to Section 2.4 below3.2 of the New SAC Shareholders Agreement without first obtaining the written consent of TPG, in the case of Silver Lake; or (ix) or Silver Lake, in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service case of process in effecting such registration, qualification or complianceTPG.

Demand Registration. (ai) Subject to the conditions of this Section 2.24.5(a), if the Company shall receive a at any time or from time-to-time on or after January 1, 2018, one or more written request requests from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) Purchaser that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 at least twenty-five percent (a “Qualified Public Offering”25%) of the Registrable Securities (as defined in Section 4.5(b)(i)), then the Company shallshall effect as soon as practicable, and in any event within thirty sixty (3060) days of following the receipt thereof, give written notice of such request to all Holderswritten request(s), and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request Purchaser requests to be registered., subject to the limitations of Section 2(b)(ii). For the avoidance of doubt, the Purchaser’s demand registration rights pursuant to this Section 4.5(a) shall apply to each such written request made by the Purchaser hereunder. AllianceApex_SPA 3-30-17 (conformed8- K).docxexecution) - 12 - (bii) If the Initiating Holders intend Purchaser 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 4.5(a)(i). The underwriter will be selected by the Company and shall include such information in be reasonably acceptable to the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicablePurchaser. In such event, the right of any Holder the Purchaser to include its Registrable Securities in such registration shall be conditioned upon such Holderthe Purchaser’s participation in such underwriting and the inclusion of such Holderthe Purchaser’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If the Purchaser proposes to distribute their securities its Registrable Securities through such underwriting underwriting, it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the 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 2.44.5, if the underwriter advises the Company Purchaser 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 Holders of Registrable Securities 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedaccordingly. (ciii) The In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii4.5(a) 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 the a date one hundred eighty (180) days following after the effective date of, the a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining subject to the Initial OfferingSection 4.5(b) hereof; provided, however, provided that the Company makes a reasonable is actively employing in good faith effort all reasonable efforts to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for cause 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceeffective.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If the Company shall receive at any time after the earlier of (i) May 31, 1998 or (ii) 180 days after the closing of the Company's initial registered public offering of Common Stock under the Securities Act of 1933, a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) then outstanding that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the Registrable Securities Act having an then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would equal or exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) 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 1.2(b), effect as soon as practicable, and in any event within 120 days of the Company shall use its commercially reasonable efforts to effect receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5. (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, 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 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(asubsection 1.2(a), as applicable. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company)Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.41.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require it requires 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 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 Holders and any other holders of Common Stock entitled to registration rights whose shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested Common Stock were to be included in such registration statement are actually includedstatement, in proportion (as nearly as practicable) to the amount of Common Stock of the Company owned by each such person. (c) The Company shall not be required is obligated 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected only two (2) such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;1.2. (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.21.2, a certificate signed by 1) the Chairman President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore reasonable 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than once in any twelve (12) month period;. (viiie) if If within thirty (30) days after the Initiating Holders propose request to dispose of shares of Registrable register Registerable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) in any particular jurisdiction in which the Company would be required gives notice that it intends to qualify initiate an initial firmly underwritten registered public offering within forty-five (45) days of the time of the request, then the Company shall have the right to do business or to execute a general consent to service of process in effecting defer such registrationfiling, qualification or complianceprovided that it initiates such public offering such filing within such forty-five (45) day period.

Demand Registration. (a) Subject to the conditions of this Section 2.22.2 and after the effective date of the registration statement pertaining to the Initial Offering, if at any time the Company shall receive a written request from the Holders of not less than twenty(i) at least a majority of the Registrable Securities held by the Holders of the Series A Stock, Series B Stock, Series C Stock and Series E Stock, in the aggregate, (ii) at least thirty-five three percent (2533%) of the outstanding shares Registrable Securities held by the Holders of the Series D Stock or (iii) at least thirty-six percent (36%) of the Registrable Securities held by the Holders of the Series E Stock (in each case, the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of Registrable Securities then outstanding that have an aggregate offering price to the public price, net of not less than underwriting discount and commissions, that exceeds $5,000,000 (a “Qualified Public Offering”)7,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company) (provided, that in no event shall any Holder be required to provide any representations and warranties regarding the Company and/or its business and/or any other person other than its affiliates, which in no event shall be deemed to be the Company or any other Holder that may be deemed to be an affiliate solely by virtue of such Holder’s interest in 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 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 outstanding securities to be sold for the account of the Company and any securityholder other than the holders of Registrable Securities are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (cb) The Subject to the final sentence of this Section 2.2(b), 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) with respect to a request pursuant to Section 2.2(a)(i), after the Company has effected two (2) registrations requested pursuant to this Section 2.22.2(a)(i), and with respect to a request pursuant to Section 2.2(a)(ii), after the Company has effected two (2) registrations requested pursuant to Section 2.2(a)(ii) (in each case, the “Initiating Holders Demand Registration”), and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided, however, that the Company makes a reasonable good faith effort efforts to effect cause such registration statement to become effective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as soon thereafter as practicablerequested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty twenty (3020) 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 bona fide intention to file a registration statement with respect for a public offering on its own behalf for its own account, other than pursuant to the Initial Offering a Special Registration Statement, within ninety forty-five (9045) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment), it would directly, be materially and adversely affect detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such timetime because such action (x) would materially interfere with a significant acquisition, corporate reorganization or financing or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (provided, that no such information will be disclosed to such Holders) or (z) would 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; , provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than pursuant to a Special Registration Statement); (viiivi) 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 (ixvii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. Notwithstanding the foregoing and without limitation to the generality of Section 2.6(a), a registration shall not constitute a valid demand under Section 2.2 until the registration statement relating to such registration has been declared effective by the SEC and has remained continuously effective for the lesser of (i) the period during which all Registrable Securities registered in such demand registration are sold and (ii) 180 days; provided, however, that a registration shall not constitute a valid demand registration pursuant to this Section 2.2 if (x) after the registration statement relating to such registration has been declared effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason attributable to the Company and not primarily attributable to any Holder, and such interference is not thereafter promptly eliminated, or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such demand registration are not satisfied or waived, by reason of a failure by the Company and not primarily by any Holder. Further, a registration shall not constitute an effective registration under Section 2.2 if more than 50% of the Registrable Securities so requested to be registered by the Initiating Holders are excluded from an offering under Section 2.2(a) (a “Reload Event”), then the Holders shall have the right to one additional demand registration under Sections 2.2(a), upon the occurrence of each Reload Event.

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 not less than twenty-five percent (25%) of the outstanding shares at least 50% of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement Registration Statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) 15 days of the receipt thereof, give written notice of such request to all Holders. The Holders shall have the right, by giving written notice to the Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Holders may request in such notice of election, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registeredregistered in such notice of election (and shall promptly notify in writing the Holders registering Registrable Securities registered under any such Registration Statement once any such Registration Statement has been declared 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 demand 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 hereinunderwriting. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the The underwriter or underwriters selected for such underwriting offering shall be selected by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable participating in such offering, subject to the Companyapproval of the Board of Directors of the Company (the "Board"), which approval shall not be unreasonably withheld. 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 which would otherwise be underwritten pursuant heretoparticipating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata to the participating 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)held; 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 outstanding securities of the Company proposed to be included in such underwriting and registration by holders of the Company's securities are first entirely excluded from the underwriting and registration. Any If all of the Registrable Securities so requested for registration by the Holders requesting registration are excluded from an offering under Section 2.2(a) by the underwriter or withdrawn from underwriters for such underwriting offering (a "Reload Event"), then such Holders shall be withdrawn from have the registration. A registration statement shall not be counted if, as a result right to one additional Demand Registration under Section 2.2(a) upon the occurrence of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeach Reload Event. (c) The Company shall not be required to effect a any such registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third second anniversary of the date of this Agreement, Agreement or (B) one hundred eighty (180) days six months following the effective date of the registration statement pertaining to the an Initial Public Offering; (ii) the aggregate offering price of the proposed underwriting and registration is less than $5.0 million; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (iiiiv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days six months following the effective date of, the of a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingPublic Offering or to any other underwritten public offering made pursuant to this Section 2.2 or Section 2.4 or in which the Holders were given the opportunity to participate pursuant to Section 2.3 and no more than 25% of the Registrable Securities so requested to be registered by the Holders were excluded from any such registration; provided, however, PROVIDED that the Company makes a reasonable and diligent good faith effort efforts to effect cause such registration as soon thereafter as practicable; (iv) prior statement to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; become effective; (v) if within thirty (30) 15 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 's intention to file a registration statement with respect to the make its Initial Public Offering within ninety (90) 120 days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, materially and adversely affect 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, PROVIDED that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) -month period;; or (viiivii) 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. (ixd) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders delivered at least 15 days prior to the effective date of the Registration Statement; PROVIDED, HOWEVER, that if the number of Registrable Securities withdrawn in any particular jurisdiction accordance herewith would result in which the registration of less than 20% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price would exceed $5,000,000), then the Company would shall not be required to qualify effect a registration pursuant to do business or this Section 2.2, and the Company shall not be required to execute a general consent pay the Registration Expenses incurred to service of process in effecting such registration, qualification or compliancedate. The securities so withdrawn shall also be withdrawn from the Registration Statement.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would equal or exceed ten million dollars ($5,000,000 (a “Qualified Public Offering”10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.in

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (or, if such request is made after the Company's Initial Offering, $2,000,000) (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 Unless the request under this Section 2.2 is made after the Company's Initial Offering, the Registrable Securities shall be distributed only by means of a firm commitment underwriting. 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 applicable2.2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 2.2.3 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 AgreementFebruary 6, 2000, or (B) one hundred eighty six (1806) days following months after the effective date of the registration statement pertaining to the Company's Initial Offering;, whichever is earlier; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 not less than twenty-five percent (25%) of the outstanding shares at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act having an covering the registration of the greater of (i) 20% of the then outstanding Registrable Securities and (ii) such number of shares of Registrable Securities as to which the anticipated aggregate offering price to the public of not less than would be at least $5,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the third anniversary of the date first above written, a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares 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 and having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”)5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 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 applicable2.2.1. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement . 2.2.3 The Company shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer obligated to effect more than 25% of the total number of Registrable Securities that Holders have requested three (3) registrations pursuant to be included in such registration statement are actually includedthis Section 2.2. (c) 2.2.4 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) 2.2 during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on initial public offering of the Company’s Common Stock to 's common stock (the public that is registered under the Securities Act and follows the "Initial Offering; (v) "), provided that the Company is making reasonable and good faith efforts to cause such registration statement to become effective. In addition, the Company shall not be required to effect a registration pursuant to this Section 2.2 if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)2.2.1, the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;. (vi) if 2.2.5 Notwithstanding the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period; (viii) 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 (ix) 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 180th day following the initial Public Offering by the Company shall receive a and, in the case of Silver Lake, TPG or August, after New SAC has distributed Shares pursuant to Section 2.1, upon the written request from the Holders of not less than twenty-five percent any of New SAC, TPG, Silver Lake or August (25%) of the outstanding shares of the Registrable Securities (the a “Initiating HoldersDemand Party”) requesting that the Company file effect the registration (a registration statement “Demand Registration”) under the Securities Act having an aggregate offering price to of all or part of such Demand Party’s Registrable Securities and specifying the public amount and intended method of not less than $5,000,000 (a “Qualified Public Offering”)disposition thereof, then the Company shall, within thirty (30) days of the receipt thereof, will promptly give written notice of such request to all Holders, and subject requested registration to the limitations other holders of this Section 2.2Registrable Securities and other holders of securities entitled to notice of such registration and thereupon will, the Company shall use its commercially reasonable efforts as expeditiously as possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Registration Rights Holders; and (ii) the Registrable Securities of other holders which the Company has been requested to register by written request given to the Company within 14 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities and such other securities so to be registered; provided that the Company shall not be required to effect the registration of Registrable Securities (i) at the request of New SAC under this Section 3.2(a) on more than six occasions, (ii) at the request of Silver Lake under this Section 3.2(a) or under Section 2.1(f) on more than three occasions, (iii) at the request of TPG under this Section 3.2(a) or under Section 2.1(f) on more than three occasions, or (iv) at the request of August under this Section 3.2(a) or under Section 2.1(f) on more than one occasion; provided, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3.2(a): [(x) within a period of 180 days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 3.2(a), Section 2.1(f) or relating to any registration effected under Section 3.1;] (y) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its reasonable best efforts to cause such audit to be completed expeditiously and without unreasonable delay); or (z) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its shareholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 90th day after receipt by the Company of the written request from TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 3.2(a). Nothing in this Section 3.2(a) shall operate to limit the right of a Registration Rights Holder to (i) request the registration of Registrable Securities that consist of Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder notwithstanding the Holders fact that at the time of request to be registeredsuch Registration Rights Holder holds only such securities and not the underlying Shares or (ii) request the registration at one time of Registrable Securities that consist of both Shares and securities convertible into or exercisable or exchangeable for Shares. (b) If the Initiating Holders intend to distribute the The Company will pay all Registration Expenses in connection with each registration of Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made requested pursuant to this Section 2.2 or any request 3.2. (c) A registration requested pursuant to this Article III will not be deemed to have been effected unless it has become effective; provided that, if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, then such registration will be deemed not to have been effected. (d) If a requested registration pursuant to this Section 2.4 3.2 involves an underwritten offering and regardless of whether the Company is registering any securities therein, the Board shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 3.2 involves an underwritten offering 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the managing 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 which would otherwise be underwritten pursuant heretoin writing that, 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 its opinion, 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not exceeds the number which can be required sold in such offering, so as to be reasonably likely to have an adverse effect a registration pursuant to this Section 2.2: (i) prior to on the earlier of (A) the third anniversary price, timing or distribution of the date of this Agreementsecurities offered in such offering, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after then the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect will include in such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering such number of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities requested to be included in such registration which, in the registration statement could opinion of such managing underwriter, can be sold without restriction under SEC Rule 144(k) within a ninety (90) day period having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included in such registration based on the relative number of Registrable Securities then held by each such holder of Registrable Securities. In the event that the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company is currently subject may include in such registration securities it proposes to sell for its own account up to the periodic reporting requirements number of Section 12(g) or 15(d) securities that, in the opinion of the Exchange Act;underwriter, can be sold. (viif) if the Company shall furnish August agrees not to Holders requesting a exercise any demand registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, rights it would directly, materially and adversely affect the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall may have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by 3.2 of the Company New SAC Shareholders Agreement without first obtaining the written consent of each of Silver Lake and TPG. Each of Silver Lake and TPG agree not more than once in to exercise any twelve (12) month period; (viii) if the Initiating Holders propose to dispose of shares of Registrable Securities that demand registration rights it may be immediately registered on Form S-3 pursuant to a request made have pursuant to Section 2.4 below3.2 of the New SAC Shareholders Agreement without first obtaining the written consent of TPG, in the case of Silver Lake; or (ix) or Silver Lake, in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service case of process in effecting such registration, qualification or complianceTPG.

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five fifty percent (2550%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than Five Million Dollars ($5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 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 applicable2.2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 2.2.3 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 first anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company's Initial Offering;; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period; (viii) 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 (ix) 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 following the conditions one (1) year anniversary of this Section 2.2the Closing, if the Company shall receive receives from the Investors a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”date of such request being referred to herein as the "Notice Date") that the Company ----------- file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)Act, then the Company shall, subject to the limitations of Section 2(b) below, use its best efforts to ------------ effect as soon as practicable, and in any event within thirty one hundred twenty (30120) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2request, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that which the Holders Investors request to be registered; provided, however, that --------- ------- the Company shall not have any obligation to effect a registration statement pursuant hereto unless the Investors seek registration of shares with an aggregate public offering of at least $10,000,000. (b) If the Initiating Holders Investors 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 2 and such --------- underwriter(s) shall be reasonably satisfactory to Section 2.4 and the Company. The Investors shall (together with the Company shall include such information in the written notice referred to as provided in Section 2.2(a4(f)) 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 so selected for such underwriting by a majority in interest of the 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, if the underwriter advises the Company Investors --------- that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) underwritten, then the Company Investors shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretothe Company, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated (i) first to the Holders of such Registrable Securities on a pro rata basis based on Investors; and (ii) thereafter, to 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 extent additional securities may be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from offering, to the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedCompany. (c) The Company shall not be required obligated to effect a only one (1) registration pursuant to this Section 2.2: (i) prior 2, but an offering which is not --------- consummated shall not be counted for this purpose. The Company's obligation to register Common Shares under this Section 2 shall terminate on the earlier of (A) the third second --------- anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;Closing Date. (iid) after In the Company has effected two (2) registrations event of a registration of Registrable Securities pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)2, the Company gives notice to the Holders shall make available such officers and employees --------- of the Company’s intention to file a registration statement Company as the underwriters designated by the Investors in accordance with respect to the Initial Offering within ninety (90) days;this Agreement may reasonably request for purposes of cooperating with such underwriter's marketing efforts. (vie) if Notwithstanding the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) foregoing, if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, the Investors a certificate signed by 1) the Chairman President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect be seriously detrimental to the Company and its stockholders shareholders 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating HoldersInvestors; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize this right more than -------- ------- once in any twelve (12) month period; (viii) 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 (ix) 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 not less than twenty-five at least fifty percent (2550%) of the outstanding shares 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 thirty percent (30%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringoffering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period;; or (viiivi) 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 (ix) 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 date of this Section 2.2Agreement, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding and entitled to registration rights under this Section 2 (the “"Initiating Holders”") that the Company file a effect the ------------------ registration statement under the 1933 Act of at least 50% of the Registrable Securities Act having an then outstanding and that such registration shall have a minimum anticipated aggregate net offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)5,000,000, then the Company shall, within thirty (30) ten days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 2.22.1, the Company shall use its commercially reasonable best efforts to effect such a registration statement as soon as practicable and in any event to file within 75 days of the receipt of such request a registration statement under the Securities 1933 Act of covering all the Registrable Securities that which the Holders shall in writing request (within 20 days of receipt of the notice given by the Company pursuant to this Section 2.1(a)) to be registeredincluded in such registration and to use its best efforts to have such registration statement become effective. Any demand under Section 2.10 shall constitute a demand for purposes of this Section 2.1. (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 (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 2.3(d)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. The Initiating Holders (which shall consult with the Board of Directors regarding the selection of an underwriter or underwriters and approval by the Board of Directors, of any underwriter selected by the Initiating Holders shall not be reasonably acceptable to the Company)unreasonably withheld. Notwithstanding any other provision of this Section 2.2 or 2.1, if, in the case of a registration requested pursuant to Section 2.42.1(a), 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 the Company and all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and all securities other than Registrable Securities sought to be included in the underwriting shall first be excluded. To the extent that further limitation is required, the number of shares 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 among all Holders thereof desiring to participate in such underwriting (according to the number of Registrable Securities then held by each such Holder). No Registrable Securities requested by any Holder to be included in a registration pursuant to Section 2.1(a) shall be excluded from the underwriting unless all such Holders securities other than Registrable Securities are first excluded. (including the Initiating Holdersc) The Company is obligated to effect only two registrations pursuant to Section 2.1(a) (which for purposes hereof shall include demands under Section 2.10); provided, however, that no registration pursuant to Section -------- ------- 2.1 (a) or Section 2.10 shall be deemed to be a registration for any purpose of this sentence if (i) the number of shares Registrable Securities included in the registration statement does not equal or exceed 35% of the number of Registrable Securities proposed by the Holders to be included in such underwriting the offering; and provided, further, that no registration of Registrable -------- ------- Securities which shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting have become and registration. Any Registrable Securities excluded or withdrawn from such underwriting remained effective in accordance with Section 2.3 shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested deemed to be included in such a registration statement are actually includedfor any purpose of this sentence. (cd) The Notwithstanding the foregoing provisions of this Section 2.1, in the event that the Company is requested to file any registration statement pursuant to Section 2.1(a): (i) the Company shall not be required obligated to effect a the filing of such registration pursuant to this Section 2.2: (i) prior to statement, during the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) 180 days following the effective date of the any other registration statement pertaining to a public offering of securities for the Initial Offeringaccount of the Company; (ii) after the Company has effected two (2) registrations shall not be obligated to effect more than one registration pursuant to this Section 2.2, and such registrations have been declared 2.1(a) or ordered effective;Section 2.10 in any 12- month period; and (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman president of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentDirectors, it would directly, materially and adversely affect not be in the best interests of the Company and its stockholders generally for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the relevant Initiating Holders; provided, -------- however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company may not utilize the right set forth in this ------- Section 2.1(d)(ii) more than once in any twelve (12) -month period;. (viiie) 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 Each registration requested pursuant to Section 2.4 below; or 2.1(a) or 2.10 shall be effected by the filing of a registration statement on Form SB-2 or Form S-3 (ixif applicable) in (or if such form is not available, any particular jurisdiction in other form which includes substantially the Company same information (other than information which is incorporated by reference) as would be required to qualify to do business be included in a registration statement on such form as currently constituted), or to execute a general consent to service of process in effecting such registration, qualification or complianceunless another form would be equally effective.

Demand Registration. (a) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twentythirty-five percent (2535%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 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 applicable2.2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated allocated, first, to the Holders of such Registrable Securities other than the Founder and its assigns on a pro rata basis based on the total number of Registrable Securities held by all such Holders and, second, to the Founder and its assigns on a pro rata basis based on the total number of Registrable Securities held by such Holders (including in each case 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 2.2.3 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 AgreementCompany's Initial Offering or June 1, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering;2000; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable;or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period; (viii) 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if If at any time the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) Purchaser Request that the Company file a registration statement Registration Statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)Act, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.23(b) below, shall file (as expeditiously as practicable, and in any event within thirty (30) days of the Company shall receipt of such request) and use its commercially reasonable commercially reasonable efforts to effect the registration have declared effective, a Registration Statement under the Securities Act of with respect to all Registrable Securities that which the Holders request to be registeredregistered within ten (10) days of the mailing of such notice by the Company in accordance with Section 8(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 3 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a3(a), as applicable. In such event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s '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 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 a majority in interest of the 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 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 number 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 included covered by such registration if the inclusion of such other securities would result in such underwriting and registration shall not be reduced unless all other outstanding securities a reduction of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have 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 statement are actually includedother securities would adversely impact the marketing of such offering. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected only two (2) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company's Common Shares on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 3 (an offering which is not consummated shall not be counted for this purpose). (d) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 3 (iiii) during the 90 day period starting with the date of filing of, and ending commencing on the date one hundred eighty (180) days following the effective date of, the of any other registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that filed by the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock relating to the public that is registered under the Securities Act and follows the Initial Offering; offering of its Common Stock or securities convertible into Common Stock (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(gother than on Forms S-4 or S-8 or any successor thereto) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to the Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company 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 (the “Board”other than on Forms S-4 or S-8 or any successor thereto) or 2) a majority within 30 days of the then-serving members Purchaser Request, during the period commencing on the date of such notice and ending upon the Board stating that in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for earliest of (i) effectiveness of such registration statement to be effected at such time, in which event (ii) a decision by the Company shall have the right not to defer pursue effectiveness of such filing for a period of not more than ninety registration statement or (90iii) 90 days after receipt the filing of the request of the Initiating Holderssuch registration statement; provided, however, that such right to delay a request together with in the similar right pursuant to Section 2.4(b)(vcase of clause (ii) shall be exercised by 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. (viiie) Notwithstanding the foregoing, if the Initiating Company shall furnish to the Holders propose 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 materially detrimental to dispose the Company and its stockholders for such Registration Statement to remain effective by reason of shares a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement's effectiveness, the Company shall have the right to suspend such effectiveness for a period of Registrable Securities not more than sixty (60) days in aggregate after receipt of the Purchaser Request; provided, however, that the Company may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ix) not utilize this right more than twice 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 compliancetwelve (12) month period.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the later of December 31, 1996 or one hundred twenty (120) days after the closing of the Initial Offering, a written request from the Initiating Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of (i) at least 25% of the Registrable Securities held by such Initiating Holders or (ii) any lesser number of shares if the anticipated aggregate offering price to the public of not less than such shares, net of underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2(b), the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act Act; provided, however, that the Initiating Holders may request registration of all less than 25% of such Registrable Securities that if the Holders request to be registeredanticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $5,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required obligated 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected more than two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety thirty (9030) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to thirty (30) days after receipt of the request of the Initiating Holders; provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period;. (viiie) All expenses incurred in connection with a registration pursuant to this Section 2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn, unless the withdrawal of the registration request results from either (a) intentional actions by the Company outside the normal course of business that materially reduce the feasibility of the registration proceeding, or (b) the discovery of information about the Company that was not known at the time of the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Holders' request made pursuant to Section 2.4 below; or (ix) in any particular jurisdiction in which 2.2(a), and such information materially reduces the feasibility of the registration proceeding. If the Company would be is required to qualify pay the registration expenses pursuant to do business or this Section 2.2(e), then the Holders shall not forfeit their rights pursuant to execute this Section 2.2 to a general consent to service of process in effecting such demand registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registrationunderwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to May 26, 2004 (except that this period shall be reduced to match any shorter demand registration period granted by the earlier of (A) the third anniversary of Company to any other party and shall be reduced to the date of this Agreement, or (B) that is one hundred eighty (180) days following after the effective date of the a registration statement pertaining to in connection with the Initial Offering;); or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Company's Board of Directors (the "BOARD OF DIRECTORS"), it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 Initiating Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed $5,000,000 (a “"Qualified Public Offering”")), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that PROVIDED THAT the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that PROVIDED THAT such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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 not less than twenty-five percent (at least 25%) of the outstanding shares % 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 having an anticipated aggregate offering price to the public of not less than at least $5,000,000 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect file and have declared effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises or underwriters advise 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect file a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this AgreementDecember 19, 2003 or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (stating that in the “Board”) or 2) a majority of the then-serving members good faith judgment of the Board stating that in their good faith judgmentof Directors of the Company, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to this Section 2.4(b)(vor Section 2.4(b)(iv) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the later of December 31, 1996 or one hundred twenty (120) days after the closing of the Initial Offering, a written request from the Initiating Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of (i) at least 25% of the Registrable Securities held by such Initiating Holders or (ii) any lesser number of shares if the anticipated aggregate offering price to the public of not less than such shares, net of underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.22.2(b), the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act Act; provided, however, that the Initiating Holders may request registration of all less than 25% of such Registrable Securities that if the Holders request to be registeredanticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $5,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its 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. 62 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required obligated 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected more than two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;. (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety thirty (9030) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period;. (viiie) All expenses incurred in connection with a registration pursuant to this Section 2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn, unless the withdrawal of the registration request results from either (a) intentional actions by the Company outside the normal course of business that materially reduce the feasibility of the registration proceeding, or (b) the discovery of information about the Company that was not known at the time of the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Holders' request made pursuant to Section 2.4 below; or (ix) in any particular jurisdiction in which 2.2(a), and such information materially reduces the feasibility of the registration proceeding. If the Company would be is required to qualify pay the registration expenses pursuant to do business or this Section 2.2(e), then the Holders shall not forfeit their rights pursuant to execute this Section 2.2 to a general consent to service of process in effecting such demand registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares 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 Registrable Securities having an aggregate offering price to the public in excess of not less than $5,000,000 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), ) as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the its Initial Offering;; or (ii) after the Company has effected two one (21) registrations registration pursuant to this Section 2.2, and such registrations have registration has been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 not less than at least twenty-five percent (25%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)all or any portion of the Registrable Securities then outstanding, then the Company shall, within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the CompanyHolders of a majority of the Registrable Securities held by all Initiating Holders), provided, however, that neither the FF Investor nor the FF Beneficial Investor shall be required to execute any instrument or document (i) unless such instrument or document contains a limitation of liability provision in substantially the form of Section 6.17, or (ii) if such instrument or document requires the FF Investor or the FF Beneficial Investor to give business warranties or enter into any non-competition or non-solicitation arrangement. Notwithstanding any other provision of this Subject to Section 2.2 or Section 2.42.2(c), 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 which 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of six (A6) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days months following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial OfferingCompany-initiated registration (or such longer period as may be determined pursuant to Section 2.12 hereof); provided, however, that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Board, it would directly, be materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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 (ix) 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 a written request request, in the manner provided in Section 17, from the Holders of not less than twenty-five Registrable Securities representing at least ten percent (2510%) of the all Common Stock then outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)any or all of such Holders' Registrable Securities, then the Company shall, shall (i) within thirty (30) 10 days of the receipt thereof, give written notice notice, in the manner provided in Section 17, of such request to all HoldersHolders of outstanding Registrable Securities known to the Company, and (ii) subject to the limitations of contained in this Section 2.22, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable and in any event within 120 days of the receipt of such request, the registration under the Securities Act Act, pursuant to the provisions of Section 4 hereof, of all Registrable Securities that for which the Company receives a request from the Holders request thereof in the manner provided in Section 17 within 20 days of the mailing of such notice by the Company. The Company, however, shall not be required to effect a registration pursuant to this Section 2 unless the aggregate number of shares requested to be registeredregistered represents at least ten percent (10%) of the Common Stock then outstanding. (b) If the Holder(s) initiating the registration request hereunder (collectively, 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 2(a) and the Company shall include such information in the written notice to the Holders referred to in Section 2.2(a) or Section 2.4(a2(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 sell securities through such underwriting (together with the Company as provided in Section 5(g) of this Agreement and any other holder of shares of Common Stock permitted to participate in such registration pursuant to this Section 2(b)) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest the Company (provided the same are underwriters of the Initiating Holders (which underwriter or underwriters shall be recognized national standing reasonably acceptable to the CompanyInitiating Holder), upon the terms and conditions agreed upon between the Company and such underwriter(s). Notwithstanding any other provision provisions of this Section 2.2 or Section 2.42, if the underwriter advises underwriter(s) advise the Company Initiating Holder in writing that marketing or other factors require a limitation of the number of securities Registrable Securities to be underwritten (including Registrable Securities) underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holder, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all which each Holder requested be included in such Holders (including the Initiating Holders); provided, however, that registration. If the number of shares of Registrable Securities to be underwritten has not been so limited, the Company may include shares of Common Stock for its own account (or for the account of other shareholders) in such registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional shares will not adversely affect the offering of the Registrable Securities included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the earlier total of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected more than two (2) registrations pursuant to this Section 2.2, 2 and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort shall not be obligated to effect such more than one registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first followin any twelve-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day month period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 Commencing December 30, 1999, Holders of, in the conditions aggregate, at least a majority of this Section 2.2, if the Company shall receive Registrable Stock (the "Requesting Holders") may make a written request from to the Holders of not less than twenty-five percent Company (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act having an aggregate offering price (or a similar document pursuant to any other statute then in effect corresponding to the public ▇▇▇▇ ▇▇▇) covering the registration of Registrable Stock (if and only if the Registrable Securities have not less than $5,000,000 (a “Qualified Public Offering”already been registered under the 1933 Act pursuant to Section 4 hereof), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of . In such request to all Holders, and subject to the limitations of this Section 2.2event, the Company shall (x) within ten (10) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its commercially reasonable best efforts to effect the registration cause to be registered under the Securities 1933 Act of all Registrable Securities that Stock of the Requesting Holders request to and such other Holders who have requested, within sixty (60) days after the Company has given such notice, their Registrable Stock be registered. The Requesting Holders shall be entitled to exercise their rights under this Section 2(a) once and only once. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.2(a2(a) or Section 2.4(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating Requesting Holders (and shall be approved by the Company, which underwriter or approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be reasonably acceptable made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and provided further, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) In any registration pursuant to this Section 2, the Company shall include in such registration (i) first, the Registrable Stock of the Holders, (ii) second, the securities the Company proposes to sell, if any, (iii) third, the securities of any other securityholder of the Company who has demand registration rights pursuant to an agreement with the Company), and (iv) fourth, other securities requested to be included in such registration. Notwithstanding the foregoing or any other provision of this Section 2.2 or Section 2.42 to the contrary, if the managing underwriter advises the Company that marketing factors require a limitation of an underwritten offering of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have Stock requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration registered pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of either (i) January 29, 2000 or (ii) ninety (90) days after the effective date of the registration statement pertaining to the initial public offering of the Company's Common Stock (the "Initial Offering"), a written request from the Holders of not less than twenty-five at least thirty percent (2530%) of the outstanding shares of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having covering the registration of (i) at least twenty percent (20%) of Registrable Securities or (ii) less than twenty percent (20%) of the Registrable Securities provided such lesser percentage of Registrable Securities have an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)7,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 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 applicable2.2.1. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) 2.2.3 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, 2.2 and such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to of the Initial Offering; provided, however, provided that the Company makes a is making reasonable and good faith effort efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (viii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)2.2.1, the Company gives notice to the Holders of the Company’s 's bona fide good faith intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period; (viii) 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 (ix) 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 After the conditions earlier of (i) three (3) years after the date of this Section 2.2Agreement or (ii) six (6) months after the effective date of an IPO, if the Company shall receive receives a written request from (A) the Requisite Holders prior to the effective date of an IPO and (B) the Holders of not less than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities (then outstanding after the “Initiating Holders”) effective date of an IPO that the Company file a registration statement under the Securities Act having an (provided that the anticipated aggregate offering price to the public of not less than would exceed $5,000,000 (a “Qualified Public Offering”5,000,000), then the Company shall, : (i) within thirty ten (3010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall ; and (ii) use its commercially reasonable best efforts to effect effect, as soon as practicable after receipt of such request, the registration under the Securities Act of all that number of Registrable Securities that which the Holders request (including the Initiating Holders) requested to be registered, subject to the limitations of Section 1.2(b), within twenty (20) days of the mailing of such notice by the Company. (b) If the 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 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. 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 1.5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting; provided, however, that no Holder (or any of the Initiating Holders (which underwriter or underwriters 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 2.41.2, 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 which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedunderwriting. (c) The Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.21.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after After the Company has effected two (2) registrations pursuant to this Section 2.2, 1.2 in which all securities to be included were in fact included and such registrations have been declared or ordered effective; (iii) during the period starting effective with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining respect to the Initial Offeringall Registrable Securities requested to be registered; provided, however, that any registration that is withdrawn or closed at the request of the Initiating Holders (other than as a result of a material adverse change affecting the Company) shall count as one (1) of the two (2) required registrations pursuant to this Section 1.2(c)(i); or (ii) If the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock delivers notice to the public that is registered under the Securities Act and follows the Initial Offering; (v) if Initiating Holders within thirty (30) days of receipt of a written such Initiating Holders’ registration request from Initiating Holders pursuant to Section 2.2(a), that the Company gives notice intends to file the Holders first registration statement for a public offering of securities of the Company’s intention to file Company on its behalf (other than a registration statement with respect relating either to the Initial Offering within ninety 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 of the Securities Act (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under “SEC Rule 144(k145”)) within a ninety sixty (9060) day period and days from the date of such notice; provided, that the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that actively employing in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for commercially reasonable efforts to cause 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 compliancefiled and declared 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 not less more than twenty-five percent (25%) of the outstanding shares 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 Registrable Securities having an aggregate offering price to the public of not less than $5,000,000 7,500,000, with a per share price of at least $5.00 (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.42.2, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registrationunderwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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 Agreement (B) one hundred eighty (180) except that this period shall be reduced to match any shorter demand registration period granted by the Company to any other party and shall be reduced to the date that is 270 days following after the effective date of the a registration statement pertaining to in connection with the Initial Offering;); or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;; or (iii) during the period starting with the date of filing of, and ending on the date one two hundred eighty seventy (180270) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section subsection 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the make its Initial Offering within ninety (90) days;; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their the good faith judgmentjudgment of the Company's Board of Directors (the "Board of Directors"), it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 of this Section 2.2date which is 30 days after the closing under the Subscription Agreements by all Investors, if the Company shall receive Investors holding a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares majority of the Registrable Securities (the “Initiating Holders”) that shall notify the Company file a registration statement under the in writing that they intend to offer or cause to be offered for public sale Registrable Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of held by such request to all Holders, and subject to the limitations of this Section 2.2Investor, the Company shall use its commercially reasonable best efforts to effect cause such of the registration Registrable Securities as may be requested by any Investor to be registered, on one occasion only, under the Securities Act and applicable state laws as expeditiously as possible. Once the right for registration of all any Registrable Securities that under this Section 2(c) has been exercised by such Investors, the Holders request Company shall use its best efforts to be registered. (b) If the Initiating Holders intend to distribute the prepare and file a Registration Statement covering such Registrable Securities covered by their request by means with the SEC as promptly as practicable, but in any event not later than twenty (20) days after the Company's receipt of an underwriting, they shall so advise the Company as a part of their request made such request. If any offering pursuant to this Section 2.2 or any request a Registration Statement pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a2(c) or Section 2.4(a), as applicable. In such eventhereof involves an underwritten offering, 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 Investors who hold a majority in interest of the Initiating Holders (Registrable Securities subject to such underwritten offering shall have the right to select one legal counsel and an investment banker or bankers and manager or managers to administer the offering, which underwriter investment banker or underwriters bankers or manager or managers shall be reasonably acceptable satisfactory to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if The Investors who hold 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 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 shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(c) (other than fees and expenses relating to registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement under federal or state securities laws which are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after payable by the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement 5 hereof) with respect to the Initial Offering within ninety (90) days; (vi) if the their Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements fees and expenses of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised legal counsel selected by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 complianceInvestors.

Demand Registration. (a) Subject to Commencing three years following the conditions of this Section 2.2date hereof, if the Company shall receive any Requesting Holders may make a written request from to the Holders of not less than twenty-five percent Company (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act having an aggregate offering price (or a similar document pursuant to any other statute then in effect corresponding to the public ▇▇▇▇ ▇▇▇) covering the registration of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of Registrable Stock. In such request to all Holders, and subject to the limitations of this Section 2.2event, the Company shall (x) within five (5) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its commercially reasonable efforts to effect cause to be registered under the 1933 Act all Registrable Stock that the Requesting Holders and such other Holders have, within fifteen (15) days after the Company has given such notice, requested be registered. Notwithstanding the foregoing, the Company shall not be obligated to file the above described registration statement if the aggregate proceeds from the registration under the Securities Act of all Registrable Securities that the Holders request would reasonably be expected to be registeredless than $500,000. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.2(a2(a) or Section 2.4(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. All Holders holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating Requesting Holders (and shall be approved by the Company, which underwriter or approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other -------- agreements on the part of, the Company to and for the benefit of such underwriters shall also be reasonably acceptable made to and for the benefit of such Holders and that any or all of the conditions precedent to the Company). obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and provided further, that no ---------------- holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) Notwithstanding any other provision of this Section 2.2 or Section 2.42 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Company Requesting Holders in writing that in its opinion marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities) then underwritten, the Company Requesting Holders shall so advise all Holders of Registrable Securities which Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in the underwriting such underwritten offering shall be allocated among all such Holders, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number amount 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have Stock requested to be included in such registration statement by each Holder at the time of filing the registration statement; provided, that in -------- the event of such limitation of the number of shares of Registrable Stock to be underwritten, such registration shall not count against the number of demand registrations the Requesting Holders are actually includedpermitted to request hereunder. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw by written notice to the Company, the managing underwriter and the Requesting Holders. The securities so withdrawn shall also be withdrawn from registration. (cd) The Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on the a date one hundred eighty ninety (18090) days following the effective date of, the a registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to an underwritten public offering of securities for the Initial Offeringaccount of the Company; provided, however, that the Company makes a reasonable shall -------- actively employ in good faith effort all reasonable efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; and provided further, that the ---------------- Company's estimate of the date of filing such registration statement shall be made in good faith. (ive) prior The Company shall use Form S-3 for registrations pursuant hereto if such form is available to ninety (90) days after the first follow-on offering of the Company’s Common Stock . If federal law precludes the use of Form S-3, the Company shall use whatever form is necessary; however, the Company shall not be obligated to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days use such non Form S-3 forms more than a total of receipt of a written request from Initiating Holders three times, unless increased pursuant to Section 2.2(a)2(c) hereof; provided, the Company gives notice to the Holders of the Company’s intention to file that a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration requested pursuant to this Section 2.22 shall -------- not be deemed to have been effected for purposes of this Section 2(e), unless (i) it has been declared effective by the Commission, (ii) if it is a certificate signed by 1shelf registration, it has remained effective for the period set forth in Section 3(b), (iii) the Chairman offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Board of Directors Commission (other than any such action prompted by any act or omission of the Company Holders), and (the “Board”iv) or 2) a majority no limitation of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) if the Initiating Holders propose to dispose number of shares of Registrable Securities that may Stock to be immediately registered on Form S-3 pursuant to a request made underwritten has been required pursuant to Section 2.4 below; or (ix2(c) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancehereof.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five at least fifty percent (2550%) of the outstanding shares 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 thirty percent (30%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”)10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) . If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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, Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) ; after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) ; during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringoffering; provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicable; (iv) prior statement to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) become effective; if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file a registration statement with respect to the its Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) ; if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viii) ; or 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of (i) three years from the date hereof or (ii) 180 days after the effective date of the Initial Offering, a written request from the Holders of not less than twenty-five percent (25%) at least a majority of the outstanding shares of the Aggregate Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an covering the registration of at least 20% of the Aggregate Registrable Securities (or any lesser percentage if the reasonably anticipated aggregate offering price to the public of not less than would exceed $5,000,000 (a “Qualified Public Offering”2,000,000), then the Company shall, within thirty (30) 20 days of the receipt thereof, give written notice of such request to all Holders, and and, subject to the terms, conditions and limitations of this Section 2.2Article II, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) registered in a written request received by the Company within 20 days of the mailing of the Company’s notice pursuant to this Section 2.2(a). 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 (unless otherwise mutually agreed in writing by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters Holders, but subject to the reasonable approval of the Company. The Company shall be reasonably acceptable entitled to include in any registration pursuant to this Section 2.2 or Section 2.4, for sale in accordance with the method of distribution specified by the Initiating Holders, Common Stock to be sold by the Company for its account, subject to the Company)limits specified in paragraph (c) below. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the managing underwriter advises or underwriters advise 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 which 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 total number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the definitive number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all any other outstanding securities of proposed to be sold in the offering by the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) : after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) five business 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 with respect to the make its Initial Offering within ninety (90) 60 days; (vi) if ; during the Registrable Securities period starting with the date of the filing of, and ending on a date 120 days following the effective date of, a Company-initiated registration subject to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and Section 2.3 below, provided that the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that actively employing in their good faith judgment, it would directly, materially and adversely affect the Company and its stockholders for all reasonable efforts to cause 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 ninety (90) days after receipt of the request of the Initiating Holdersbecome effective; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) or 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 (ix) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancehereof.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent either (25%i) one or more of the outstanding Major Holders or (ii) Holders who in the aggregate hold at least 500,000 shares of the Registrable Securities (the “Initiating Holders”) "INITIATING HOLDERS"), that the Company file a registration statement under the Securities Act having an covering the registration of Registrable Securities the anticipated aggregate offering price to the public of not less than which, net of underwriting discounts and commissions, would exceed $5,000,000 10,000,000 (a “Qualified Public Offering”A "QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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: (i) the number of shares of Registrable Securities to be included in such underwriting and registration on behalf of Initiating Holders that are Major Holders shall not be subject to reduction pursuant to this Section 2.2(b); and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, 2.2 and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that this subsection (i) shall not apply to any registration for which the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicableInitiating Holders include one or more of the Major Holders; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiiiii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may are then eligible to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or provided, however, that this subsection (ixiii) in shall not apply to any particular jurisdiction in registration for which the Company would be required to qualify to do business Initiating Holders include one or to execute a general consent to service more of process in effecting such registration, qualification or compliancethe Major Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of (i) January 15, 2008, or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of not less than at least twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having covering the registration of Registrable Securities with an anticipated aggregate offering price to the public public, net of not less than underwriting discounts and commissions, in excess of $5,000,000 20,000,000 (a “Qualified Public OfferingIPO”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (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 a majority in interest of the Initiating ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. Investors’ Rights Agreement Holders (which underwriter or underwriters shall be of nationally recognized standing and 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 which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by all such Holders (including the Initiating Holders); 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have registration has been declared or ordered effective;; or (iiiii) during the period starting with the date of ninety (90) days prior to the filing of, and ending ninety (90) days following the effective date of a registration statement pertaining to an underwritten public offering of the Company’s securities unless such offering is the initial public offering of the Company’s securities, in which case, ending on the a date one hundred eighty (180) days following after the effective date of, the of such registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining subject to the Initial OfferingSection 2.3 hereof; provided, however, provided that the Company makes a reasonable is actively employing in good faith effort all reasonable efforts to effect cause such registration as soon thereafter as practicable;statement to become effective; or (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman President stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve twenty-four (1224) month period; (viii) 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 (ix) 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 not less than twenty-five percent either (25%i) one or more of the outstanding Major Holders or (ii) Holders who in the aggregate hold at least 500,000 shares of the Registrable Securities (the “Initiating Holders”) "INITIATING HOLDERS"), that the Company file a registration statement under the Securities Act having an covering the registration of Registrable Securities the anticipated aggregate offering price to the public of not less than which, net of underwriting discounts and commissions, would exceed $5,000,000 10,000,000 (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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: (i) the number of shares of Registrable Securities to be included in such underwriting and registration on behalf of Initiating Holders that are Major Holders shall not be subject to reduction pursuant to this Section 2.2(b); and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, 2.2 and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that this subsection (i) shall not apply to any registration for which the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicableInitiating Holders include one or more of the Major Holders; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiiiii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may are then eligible to be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or provided, however, that this subsection (ixiii) in shall not apply to any particular jurisdiction in registration for which the Company would be required to qualify to do business Initiating Holders include one or to execute a general consent to service more of process in effecting such registration, qualification or compliancethe Major Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.2Section_2.2, if the Company shall receive at any time a written request from the Initiating Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)Registrable Securities, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2Section_2.2(b), the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all at least 25% of the Registrable Securities held by such Initiating Holders; provided, however, that the Holders request to be registeredCompany may register less than 25% of such Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $5,000,000. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 Section_2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(aSection_2.2(a), as applicable. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4Section_2.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required obligated 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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected more than two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;Section_2.2. (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2Section_2.2, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not no more than once in any twelve (12) month one-year period;. (viiie) All expenses incurred in connection with a registration pursuant to this Section_2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata with respect to their included shares), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section_2.2 if the registration request is subsequently withdrawn, unless the withdrawal of the registration request results from either (a)_intentional actions by the Company outside the normal course of business that materially reduce the feasibility of the registration proceeding, or (b)_the discovery of information about the Company that was not known at the time of the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Holders' request made pursuant to Section 2.4 below; orSection_2.2(a), and such information materially reduces the feasibility of the registration proceeding. If the Company is required to pay the registration expenses pursuant to this Section_2.2(e), then the Holders shall not forfeit their rights pursuant to this Section_2.2 to a demand registration. (ixf) in any particular jurisdiction in which A request by the New Investors that the Company would effect a registration under the Unit Purchase Agreement shall not be required deemed to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancebe request for registration under this Section 2.2.

Demand Registration. (a) Subject to the conditions of this Section 2.23.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares a majority of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an a net aggregate offering price to the public in excess of not less than twenty million dollars ($5,000,000 (a “Qualified Public Offering”20,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.23.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 3.2 or any request pursuant to Section 2.4 3.4 and the Company shall include such information in the written notice referred to in Section 2.2(a3.2(a) or Section 2.4(a3.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s '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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 3.2 or Section 2.43.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.underwritten

Demand Registration. (ai) Subject The Investor shall have the right, upon delivery of written notice to the conditions of this Section 2.2, if Company (not more than once in any 9-month period) to require the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement to register under the Securities Act such amount of Registrable Securities owned by the Investor as may be specified in such notice in accordance with the procedures set forth in this Section 6(b), provided, that, the Company need effect only eight (8) such demand registrations (in the aggregate for all Persons entitled to the benefit of this provision by virtue of this Agreement) pursuant hereto, provided further, that any such registration demanded by the Investor under this Section 6(b)(i) must be for an amount of Common Stock having an aggregate offering anticipated sales price of at least $25,000,000. (ii) The rights of the Investor to demand the registration of its Registrable Securities shall continue until (x) all the Registrable Securities owned by it shall have been Transferred to transferees who are not entitled to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days registration rights of the receipt thereofInvestor hereunder in accordance with the terms hereof or, give written notice of such request if earlier, (y) all its remaining Registrable Securities are eligible to all Holders, and subject be Transferred in Public Sales to U.S. persons in the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the United States without registration under the Securities Act and without being subject to volume limitations under Rule 144 under the Securities Act, provided, in the case of all Registrable Securities (y), that there is a public float of the Holders request Common Stock equal to be registeredat least 15% of the total outstanding shares of Common Stock. (biii) If the Initiating Holders intend Investor shall have demanded a registration of Registrable Securities then the Company will: (A) promptly give written notice of the proposed registration to distribute all other shareholders entitled to piggyback registration rights under Section 6(c) hereof or any other contractual agreement of the Company (the "Other Shareholders") and (B) as soon as practicable, use its best efforts to prepare and file with the Commission and cause to become effective such registration statement as would permit or facilitate the sale and distribution of all the Registrable Securities required to be covered thereby pursuant to the notice delivered by the Investor, together (subject to Section 6(b)(iv) below) with all or such portion of the securities of any Other Shareholders joining in such registration as are specified in written requests received by the Company within ten Business Days after written notice from the Company is delivered under Section 6(b)(iii)(A) above. (iv) The Investor, at its election, shall have the Registrable Securities covered by their its request distributed by means of an underwriting, they shall so advise underwritten public offering with a single or managing underwriter selected by the Company as a part and reasonably acceptable to the Investor. If any Other Shareholders so request, the securities of their request made such Other Shareholders shall be included in the registration and underwriting being effected pursuant to this Section 2.2 or any request pursuant 6(b), subject to this Section 2.4 6(b)(iv). The Investor 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 (together with all Other Shareholders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be Company and reasonably acceptable to the CompanyInvestor (the "Representative"). Notwithstanding any other provision of this Section 2.2 or Section 2.46(b), if the underwriter Representative advises the Investor and the Company in writing that (x) marketing factors require a limitation of on the number of shares to be underwritten or (y) the inclusion of shares held by officers and directors of the Company in the offering could, in the Representative's best judgment, materially reduce the offering price per share, then, in the case of the preceding clause (x), the Common Stock held by Other Shareholders shall be excluded from such underwriting to the extent so required by such limitations and, in the case of the preceding clause (y), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent advised by the Representative. If, after the exclusion of such shares, further reductions are required to meet the limitation on the number of shares to be underwritten as advised by the Representative, then the Investor may elect, in its sole discretion, to reduce the number of shares that will be included in the underwriting by it by such number of shares as is necessary to comply with such limitation, but in no event to an amount which is below the minimum amount for a demand registration as provided in Section 6(b)(i). If the Investor does not so elect, then the registration of its shares under Section 6(b)(i) will not proceed and will be terminated without liability to any other Person. If the Representative has not limited the number of Registrable Securities or other securities to be underwritten (including Registrable Securities) then underwritten, the Company shall may include its securities for its own account in such registration if the Representative so advise all Holders agrees and if the number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be been included in such registration statement are actually includedand underwriting will not thereby be limited. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a)Notwithstanding the foregoing, the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, the Investor and the Other Shareholders a certificate signed by 1) the Chairman of the Board of Directors President or Chief Executive Officer of the Company (stating that, in the “Board”) or 2) a majority good faith judgment of the then-serving members of the Board stating that in their good faith judgmentBoard, it would directly, be materially and adversely affect detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such timefiled, in which event then the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt the delivery of such certificate, provided that the request of the Initiating HoldersInvestor shall not be required to accept such a deferral more than twice in any 12-month period; provided, howeverthat notwithstanding the provisions of clause (b)(1) above, that such the Investor shall have the right to delay a request together with up to two demand registrations within the similar right pursuant to Section 2.4(b)(v) shall be exercised by nine month period following the Company not more than once in any twelve (12) month expiration of such deferral period; (viii) 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 (ix) 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 In addition to all other rights of the Investors pursuant to the Articles and/or herein contained with effect from the earlier of (i) the second anniversary of the date hereof and (ii) 180 days after a Qualified IPO and subject to the conditions of this Section 2.2Clause 12.1, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) of the outstanding shares at least 50% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities then outstanding having an anticipated aggregate offering price to of at least US$25,000,000 (if such request is made before the public Qualified IPO of not less than $the Company) or US$5,000,000 (if such request is made after the Qualified IPO of the Company) (a “Qualified Public Offering”), then the Company shall, within thirty (30) 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2Clause 12.1, the Company shall use its commercially reasonable best efforts to effect file and have declared effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (bii) 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 Clause 12.1 or any request pursuant to Section 2.4 Clause 12.3 and the Company shall include such information in the written notice referred to in Section 2.2(aClause 12.1(i) or Section 2.4(aClause12.3(i), 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 a majority in interest the Company with the approval of the Initiating Holders (which whose consent shall not be unreasonably withheld), if the request for registration is made before the IPO of the Company, or, in the case where the request for registration by the Initiating Holders is made after the IPO of the Company, the underwriter or underwriters shall be reasonably acceptable to selected for such underwriting by the Company)Initiating Holders. Notwithstanding any other provision of this Section 2.2 Clause 12.1 or Section 2.412.3, 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 which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to among all Holders thereof, including the Holders of such Registrable Securities on a pro rata basis Initiating Holders, based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)each Holder; provided, 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 outstanding securities including those of the Company and any shareholders of the Company (other than the Holders) proposed to be included in such underwriting are first entirely excluded from the underwriting and registrationunderwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (ciii) The Company shall not be required to effect file a registration pursuant to this Section 2.2Clause 12.1: (ia) prior to the earlier of (A1) the third second anniversary of the date of this Agreement, First Completion Date or (B2) one hundred eighty (180) 180 days following the effective date of the registration statement pertaining to the Initial OfferingIPO; (iib) after the Company has effected two (2) registrations pursuant to this Section 2.2Clause 12.1, and such registrations have been declared or ordered effectiveeffective provided however if, in relation to any registration, less than 75% of the Registrable Securities which are the subject of such registration are sold, such registration shall not count as a registration for the purposes of this Clause 12.1(iii)(b); (iiic) during if the period starting with the date Initiating Holders propose to dispose of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement Registrable Securities that may be immediately registered on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining S-3 pursuant to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders made pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days;12.3 below; or (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viid) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2Clause12.1, a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(vthis Clause or Clause 12.3(i)(b)(4) shall be exercised by the Company not more than once in any twelve (12) 12 month period; (viii) 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 (ix) 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 180 days after the conditions date of this Section 2.2Agreement, if the Company shall receive a written request from the Holders of not less than twenty-five percent (at least 25%) % of the then outstanding shares of the Registrable Securities Stock (the “Initiating "Requesting Holders”") may request in a written notice that the Company file a registration statement under the Securities 1933 Act having an aggregate offering price (or a similar document pursuant to any other statute then in effect corresponding to the public 1933 ▇▇▇) ▇▇vering the registration of not less than $5,000,000 at least 25% of the Registrable Stock then outstanding in the manner specified in such notice (a “Qualified Public Offering”"Demand Registration"), then the Company shall, within thirty (30) days . Following receipt of the receipt thereof, give written any notice of such request to all Holders, and subject to the limitations of under this Section 2.24, the Company shall (i) within twenty (20) days notify 4 4 all other Holders of such request in writing and (ii) use its commercially reasonable efforts to effect cause to be filed and declared effective as soon as reasonably practicable a registration statement providing for the registration under the Securities Act offer and sale of all Registrable Securities Stock that the Requesting Holders request to and such other Holders have, within ten (10) days after the Company has given such notice, requested be registeredregistered in accordance with the manner of disposition specified in such notice by the Requesting Holders. (b) If the Initiating Requesting Holders intend to distribute have the Registrable Securities covered by their request Stock distributed 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 and the Company shall include such information in the written notice referred to in clause (i) of Section 2.2(a4(a) or Section 2.4(a), as applicableabove. In such event, the right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Requesting Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Stock through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided (which underwriter or i) that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be reasonably acceptable made to and for the Company). Notwithstanding any other provision benefit 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 such Holders of Registrable Securities which would otherwise Stock, (ii) that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be underwritten pursuant heretoconditions precedent to the obligations of such Holders of Registrable Stock, and the number of shares (iii) that may be included in the underwriting no Holder shall be allocated required to make any representations or warranties to or agreements with the Holders Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Registrable Securities on a pro rata basis based on the number Holder and such Holder's intended method of Registrable Securities held distribution and any other representations required 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded law or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of reasonably required by the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holders are entitled to join pursuant to Section 5(a) hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of Registrable Stock would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial adviser, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of 5 5 any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request. (d) Notwithstanding any provision of this Agreement to the contrary, (i) 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) more than one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial OfferingDemand Registration in any six-month period; (ii) a Holder shall not be entitled to request a Demand Registration until after 180 days after the closing of the initial public offering of Common Stock, and (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement. (e) The Company has effected two shall not be obligated to effect and pay for more than a total of three (23) registrations pursuant to Section 4; provided that a registration requested pursuant to Section 4 shall not be deemed to have been effected for purposes of this Section 2.2, and such registrations have 4(e) unless (i) it has been declared or ordered effective; effective by the Commission, (ii) it has remained effective for the period set forth in Section 6(a), (iii) during the period starting with the date Holders of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the Registrable Stock included in such registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, have not withdrawn sufficient shares from such registration such that the Company makes a reasonable good faith effort remaining Holders requesting registration would not have been able to effect such request registration as soon thereafter as practicable; under the provisions of Section 4 and (iv) prior to ninety (90) days after the first follow-on offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Company’s Common Stock to Commission (other than any such stop order, injunction, or other requirement of the public that is registered under the Securities Act and follows the Initial Offering;Commission prompted by any act or omission of Holders of Registrable Stock). (vf) if within thirty (30) days recipient 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 with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities such shares has agreed in writing to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised bound by the Company not more than once in any twelve (12) month period; (viii) if terms of such restrictions for the Initiating Holders propose to dispose remainder 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 (ix) 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 term.

Demand Registration. (aA) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the Registrable Securities Preferred Stock or a combination of such issued Common Stock and such Preferred Stock) (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)Registrable Securities, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (bB) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (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 and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.be

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the at least three (3) unaffiliated Holders of not less than an aggregate of at least twenty-five percent (25%) of the outstanding shares of the Registrable Securities then outstanding (the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate offering price to the public of not less than $5,000,000 (or a “Qualified Public Offering”lesser percent of the Holders if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $40,000,000), then the Company shall, within thirty fifteen (3015) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable best efforts to effect effect, as soon as practicable (but in no event more than ninety (90) days), the registration under the Securities Act of all Registrable Securities that such Holders (who shall also be deemed to be "Initiating Holders" for the Holders purposes of this Section 2) request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 (i) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company and any other holders requesting inclusion in such registration are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; and (ii) after no such reduction shall reduce the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date amount of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering securities of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating selling Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.the

Demand Registration. (a) Subject to the conditions of this Section 2.2, if 2.1. If the Company shall receive a written request in the manner provided in Section 14.2 hereof, from one or more Holders (collectively, the Holders of not less than twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “"Initiating Holders”") that the Company file a registration statement Registration Statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)any or all of such Holder's Registrable Securities, then the Company shall, shall (i) within thirty (30) 10 days of the receipt thereof, give written notice notice, in the manner provided in Section 14.2 hereof and to any additional addressees provided to the Company by any transferee of any Holder, of such request to all HoldersHolders of outstanding Registrable Securities known to the Company, and (ii) subject to the limitations contained in this Article 2, as soon as practicable and in any event within 45 days of this Section 2.2the receipt of such request, file the Company shall use its commercially reasonable efforts Registration Statement to effect the registration under the Securities Act of covering all Registrable Securities that for which the Company receives a request from the Holders request thereof in the manner provided in Section 14.2 hereof, within 30 days of the delivery of such notice by the Company. The Company, however, shall not be required to file a Registration Statement pursuant to this Article 2 unless the aggregate number of Registrable Securities requested to be registeredregistered is greater than 386,250. (b) Section 2.2. If the an Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 2.1 hereof and the Company shall include such information in the written notice to the Holders referred to in Section 2.2(a) or Section 2.4(a), as applicable2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities sell Registrable Securities through such underwriting (together with the Company as provided in Section 4.1(vii) of this Agreement and any other holder of shares of Common Stock permitted to participate in such registration pursuant to this Section 2.2) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Holder(s) (which underwriter or provided the same are underwriters shall be of recognized national standing reasonably acceptable to the Company) upon the terms and conditions agreed upon among the Company, the Initiating Holder(s) and such underwriter(s). Notwithstanding any other provision of this Section 2.2 or Section 2.4Article 2, if the underwriter advises underwriter(s) advise the Company Initiating Holder(s) in writing that marketing or other factors require a limitation of the number of securities Registrable Securities to be underwritten (including Registrable Securities) underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holder(s), in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have which each Holder requested to be included in such registration; provided, that there shall be no reduction in the number of shares included in the registration statement are actually includedby Bull Run until all shares of Holders other than Bull Run have been excluded from such registration. If the number of Registrable Securities to be underwritten has not been so limited, the Company may include shares of Common Stock for its own account (or for the account of other shareholders) in such registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional shares will not adversely affect the offering and successful marketing of the Registrable Securities included in such registration and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. (c) Section 2.3. The Company shall not be required obligated to effect a registration pursuant to this Section 2.2: (i) prior to the earlier total of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected more than two (2) registrations and shall not be obligated to effect more than one registration in any six-month period pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or Article 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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) 2.2.1 Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less more than twenty-five percent (25%) of the outstanding shares 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 Registrable Securities having an aggregate offering price to the public of not less than at least $5,000,000 10,000,000 and a per share price which is at least $6.80 (as adjusted for stock splits, stock dividends and the like) (a “"Qualified Public Offering”"), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) 2.2.2 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 applicable2.2.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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.be

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twentyat least thirty-five percent (2535%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement on Form S-1 or S-2 or any similar long-form registration under the Securities Act having an covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price to the public price, net of not less than underwriting discounts and commissions, would exceed thirty million dollars ($5,000,000 (a “Qualified Public Offering”30,000,000)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding the foregoing, with respect to the underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 2.9(b) hereof. 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 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 participating 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 outstanding securities of the Company are first entirely excluded from the underwriting and registrationunderwriting). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for an Initial Offering, during the period starting with respect to the Initial Offering within date that is ninety (90) daysdays prior to the Company’s estimated date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by 1) the Chairman President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than registration relating solely to a Special Registration Statement); (viiiv) 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 (ixvi) 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 not less than twenty-five percent (25%) a majority of the outstanding shares Series D Preferred, including Common Stock issued on conversion of the Registrable Securities Series D Preferred (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act having covering the registration of an aggregate offering price to the public of not less than at least $5,000,000 (a “Qualified Public Offering”)10,000,000 of the Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the 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 a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the CompanyHolders of a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Subject to Section 2.2 or Section 2.42.2(d), 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 which 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 outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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 second anniversary of the date of this Agreement, Agreement or (B) one hundred eighty six (1806) days months following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial registration of an aggregate offering price to the public of at least $25,000,000 of the Registrable Securities then outstanding (“Qualified Public Offering”) (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, provided that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the for its Initial Offering within ninety sixty (9060) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, be materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;; or (viiivi) 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. (ixd) Notwithstanding anything to the contrary in any particular jurisdiction this Agreement, (i) NEA shall be entitled to sell at its discretion in the Initial Offering no less than 2,347,122 of its Registrable Shares (which represent 50% of the shares of Series D Preferred Stock purchased by NEA under the Purchase Agreement) (the “NEA Minimum IPO Shares”), and (ii) the ▇▇▇▇▇▇▇▇ Investors shall be entitled to sell at its discretion in the Initial Offering no less than 782,374 of its Registrable Shares (which represent 50% of the shares of Series D Preferred Stock purchased by the ▇▇▇▇▇▇▇▇ Investors under the Purchase Agreement) (the “▇▇▇▇▇▇▇▇ Minimum IPO Shares,” and collectively with the NEA Minimum IPO Shares, the “Minimum IPO Shares”). If the underwriter advises the Company, NEA and the ▇▇▇▇▇▇▇▇ Investors that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) by NEA and the ▇▇▇▇▇▇▇▇ Investors, such that NEA and the ▇▇▇▇▇▇▇▇ Investors are each required to sell less than the NEA Minimum IPO Shares and ▇▇▇▇▇▇▇▇ Minimum IPO Shares, as applicable, in the Initial Offering, then NEA and the ▇▇▇▇▇▇▇▇ Investors shall each be entitled and the Company would shall be required to qualify offer to do business NEA and the ▇▇▇▇▇▇▇▇ Investors the balance of any such shares not sold at in the Initial Offering in the next subsequent secondary offering(s) of the Company’s shares until NEA and the ▇▇▇▇▇▇▇▇ Investors have sold such number of Registrable Shares as is equal to NEA Minimum IPO Shares and ▇▇▇▇▇▇▇▇ Minimum IPO Shares, as applicable. Any such sales in connection with any secondary offering shall be free of any other cutbacks or limitations described in this Section 2. After NEA and the ▇▇▇▇▇▇▇▇ Investors have been able to execute sell their respective Minimum IPO Share amounts either in connection with the Initial Offering or any secondary offering, as applicable, NEA and the ▇▇▇▇▇▇▇▇ Investors shall be entitled to register their remaining Registrable Shares in accordance with the registration rights described in this Section 2 and shall be allowed to participate in the sale of secondary shares on a general consent to service prorated as-converted basis with the other stockholders of process in effecting such registration, qualification or compliancethe Company.

Demand Registration. (a) Subject Upon a Registration Notice from (i) MSLEF II, on behalf of the Morgan Holders specified therein, to the conditions of this Section 2.2, if both the Company shall receive a written request from the Holders of not less than twenty-five percent and SIBV or (25%▇▇) ▇IBV, on behalf of the outstanding shares of SIBV Holders specified therein, to both the Registrable Securities (Company and MSLEF II, in each case in the “Initiating Holders”manner set forth in Section 12(g) hereof, requesting that the Company file a registration statement under the Securities Act having an aggregate offering price to the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of any or all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute of the Registrable Securities covered held by their request such Morgan Holders or held 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)SIBV Holders, as applicable. In such eventthe case may be, 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 a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any a▇▇ ▇▇▇cifying, among other provision of this Section 2.2 or Section 2.4things, 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 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 which the Morgan Holders or the SIBV Holders, as the case may be, desire to ▇▇▇▇▇▇er and the intended method or methods of disposition of such Holders Registrable Securities, the Company will use its best efforts to effect (including at the Initiating Holders); earliest possible date) the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Company shall not be reduced unless all other outstanding securities required to effect an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act; and provided, further, that: (i) in the event that the Company has delivered a Registration Notice in accordance with the provisions of Section 3, neither MSLEF II nor SIBV may deliver a Registration Notice pursuant to this Section 2(a) until the conclusion of such Company Registration Process; (ii) in the event that SIBV has delivered a Registration Notice in accordance with the provisions of this Section 2(a), neither MSLEF II nor the Company may deliver a Registration Notice pursuant to this Section 2(a) until the conclusion of such SIBV Registration Process; (iii) in the event that MSLEF II has delivered a Registration Notice in accordance with the provisions of this Section 2(a), neither SIBV nor the Company may deliver a Registration Notice until the conclusion of such MSLEF II Registration Process; and (iv) if, while a Registration Process is pending pursuant to this Section 2, the Chief Financial Officer of the Company are first entirely excluded from Company, after consultation with outside counsel for the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from Company, has determined in good faith that the registration. A filing of a registration statement shall not be counted ifwould require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (c) The Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to 2 until the earlier of (A) the third anniversary date upon which such material information is disclosed to the public or ceases to be material, and (B) 90 days after the Chief Financial Officer of the date Company makes such good faith determination (a "Company Delay"); provided, however, the Company shall only be entitled to a Company Delay once in connection with any MSLEF II Demand in any 270-day period during the term of this Agreement and once in connection with any SIBV Demand in any 270-day period during the term of this Agreement. (b) In the event that any registration pursuant to a request by MSLEF II under this Section 2, shall involve, in whole or in part, an underwritten offering, then MSLEF II shall have the right to designate one or more nationally recognized investment banking firms as the sole managing or co-managing underwriter(s) of such underwritten offering which may consist of or include, at the option of MSLEF II, Morgan Stanley & Co. Incorporated (B) one hundred eighty (180) days following the effective date of the registration statement pertaining "MS&Co."). If MS&Co. shall not ▇▇ ▇▇▇ ▇▇▇▇ ▇▇naging underwriter or shall be a co-managing underwriter, then any sole or other co-managing underwriters selected by MSLEF II shall be reasonably acceptable to the Initial Offering;Company. (iic) after MSLEF II shall have the Company has effected right to effect up to but not more than two (2) registrations and SIBV will have the right to effect up to but not more than two (2) registrations (each such registration, whether requested by MSLEF II or SIBV, a "Demand"), in each case, pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering2; provided, however, that, without giving effect to any "cutback" imposed by any underwriter, (i) each MSLEF II Demand shall effect the registration and sale of at least 1,000,000 shares of Common Stock (as adjusted for any reclassification, recapitalization, subdivision, stock dividend, stock split or combination of the Company's outstanding securities after the date hereof) and (ii) each SIBV Demand shall effect the registration and sale of at least an aggregate of at least 1,000,000 shares of Common Stock (as adjusted for any reclassification, recapitalization, subdivision, stock dividend, stock split or combination of the Company's outstanding securities after the date hereof). MSLEF II shall have the right to request registration and effect its two registrations (such effective registrations, the "Initial MSLEF II Registrations") prior to SIBV delivering a Registration Notice to MSLEF II and the Company under Section 2(a); provided that, in the event that the Company makes Initial MSLEF II Registrations are not effected on or prior to the third anniversary of the effectiveness of this Agreement (such three-year period, the "MSLEF II Exclusive Period"), then SIBV may request registration in accordance with the terms of this Agreement. (d) Notwithstanding any other provision of this Agreement to the contrary, a reasonable good faith effort registration requested by MSLEF II or SIBV pursuant to effect this Section 2 shall not be deemed to have been effected for purposes of Section 2, (i) unless it has become effective and maintained effective in accordance with subsection 6(b), (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a material misrepresentation or a material omission by MSLEF II or any of the Selling Holders, on the one hand, or SIBV or any of the Selling Holders, on the other, as soon thereafter the case may be, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act or omission by MSLEF II or any of the Selling Holders, on the one hand, or SIBV or any of the Selling Holders, on the other, as practicable; the case may be, or (iv) prior unless the registration is deemed to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders be an effected Demand pursuant to Section 2.2(a5. (e) In the event of any underwritten registration of Registrable Securities in which the number of Registrable Securities requested by MSLEF II (in the case of a MSLEF II Demand) or SIBV (in the case of a SIBV Demand) to be included in such registration exceeds the number which the managing underwriter(s) advise MSLEF II or SIBV, as the case may be, in writing can be sold, then there shall be included in such registration the number of Registrable Securities which can be sold, allocated, unless MSLEF II or SIBV, as the case may be, notifies the Company of a different method of allocation, pro rata among the Morgan Holders or the SIBV Holders, as the case may be, on the bas▇▇ ▇▇ the number of Registrable Securities requested to be included therein by each such Morgan Holder or SIBV Holder. (f) In connection with an▇ ▇▇▇▇▇▇ ▇▇▇▇ by MSLEF II pursuant to this Section 2 (in the case of SIBV, only from and after, but not before, the expiration of the MSLEF II Exclusive Period), each of the Company gives notice and SIBV shall have the right to cause the registration of securities for sale for its own account (the "Piggyback Securities"), upon the written request made by the Company and/or SIBV within 10 days after receipt of MSLEF II's Registration Notice (which request shall specify the number of shares intended to be disposed of and the intended method of disposition thereof), in addition to the Holders Registrable Securities of the Company’s intention Morgan Holder(s) being sold pursuant to file such MSLEF II Demand, if t▇▇ ▇▇▇▇▇▇ ▇▇ Registrable Securities requested by MSLEF II to be included in such registration does not exceed the number which the managing underwriter(s) advise MSLEF II in writing can be sold; provided that in the event the managing underwriter(s) advise MSLEF II in writing (with a registration statement with respect copy to the Initial Offering within ninety (90Company and SIBV) days; (vi) if that, in their good faith opinion, inclusion of all such Piggyback Securities would materially and adversely affect the offering and sale of the Registrable Securities then contemplated to be sold by the Morgan Holders, including the per share price thereby obtainable, ▇▇▇▇▇ shall only be included in such registration: (1) first, all securities requested to be included in such registration by the Morgan Holders, (2) second, up to the full number of Piggyback Sec▇▇▇▇▇▇s requested to be included in such registration by the SIBV Holders (if SIBV is entitled hereunder to make such request) in excess of the number or dollar amount of the Morgan Holders' Securities to be included in such registration whi▇▇, ▇▇ the registration statement could good faith opinion of such underwriter(s), can be sold without restriction under SEC Rule 144(kmaterially and adversely affecting such offering (and, if less than the full number of such Piggyback Securities, allocated pro rata among the SIBV Holders on the basis of the number of securities requested to be included therein by each SIBV Holder), (3) within a ninety (90) day period and third, up to the full number of Piggyback Securities requested to be included in such registration by the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) in excess of the Exchange Act;number or dollar amount of the Morgan Holders' Securities and SIBV Piggyback Securities (if appli▇▇▇▇▇) which, in the good faith opinion of such underwriter(s), can be so sold without materially and adversely affecting such offering. MSLEF II may require that any such Company Piggyback Securities or SIBV Piggyback Securities (if applicable) be included in the offering proposed by the Morgan Holders on the same terms and conditions as such Morgan Hol▇▇▇▇' Registrable Securities are included therein. (viig) if the Company shall furnish to Holders requesting a registration In connection with any Demand made by SIBV pursuant to this Section 2.22, a certificate signed by 1) the Chairman of the Board of Directors each of the Company (and MSLEF II shall have the “Board”) or 2) a majority right to cause the registration of securities for sale for its own account and, in the case of MSLEF II, for the account of the then-serving members Morgan Holders, upon the written request made by the Company and/o▇ ▇▇▇▇F II within 10 days after receipt of SIBV's Registration Notice (which request shall specify the number of shares intended to be disposed of and the intended method of disposition thereof), in addition to the Registrable Securities of the Board stating SIBV Holder(s) being sold pursuant to such SIBV Demand, if the number of Registrable Securities requested by SIBV to be included in such registration does not exceed the number which the managing underwriter(s) advise SIBV in writing can be sold; provided that in the event the managing underwriter(s) advise SIBV in writing (with a copy to the Company and MSLEF II) that, in their good faith judgmentopinion, it inclusion of all such Piggyback Securities would directly, materially and adversely affect the Company offering and its stockholders for sale of the Registrable Securities then contemplated to be sold by the SIBV Holders, including the per share price thereby obtainable, there shall only be included in such registration: (1) first, all securities requested to be included in such registration statement by the SIBV Holders, (2) second, up to the full number of Piggyback Securities requested to be effected at included in such timeregistration by the Morgan Holders in excess of the number or dollar amount of the SIB▇ ▇▇▇▇ers' Securities to be included in such registration which, in which event the good faith opinion of such underwriter(s), can be sold without materially and adversely affecting such offering (and, if less than the full number of such Piggyback Securities, allocated pro rata among the Morgan Holders on the basis of the number of securities requested ▇▇ ▇▇ included therein by each Morgan Holder), (3) third, up to the full number of Piggyback Secu▇▇▇▇▇▇ ▇▇▇▇▇▇ted to be included in such registration by the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt in excess of the request number or dollar amount of the Initiating Morgan Holders; provided' Piggyback Securities and the SIBV Securities which, however▇▇ ▇he good faith opinion of such underwriter(s), can be so sold without materially and adversely affecting such offering. SIBV may require that any such right Morgan Holders' Piggyback Securities or Company Piggyback Securiti▇▇ ▇▇ included in the offering proposed by the SIBV Holders on the same terms and conditions as such SIBV Holders' Registrable Securities are included therein. (h) In connection with each MSLEF II Demand, MSLEF II agrees to delay a request together with use reasonable best efforts to sell or cause to be sold the similar right lesser of (x) all Registrable Securities that it owns at the time of such MSLEF II Demand and (y) all Registrable Securities which the managing underwriter advises MSLEF II pursuant to Section 2.4(b)(v2(e) can be sold in such registration; provided that notwithstanding the foregoing, MSLEF II and any Morgan Holder who has requested that its Registrable Securities be ▇▇▇▇▇▇▇▇ ▇▇ such MSLEF II Demand shall be exercised under no obligation to sell its Registrable Securities pursuant to the first MSLEF II Demand if the price per share of Common Stock on the New York Stock Exchange or The NASDAQ National Market on the Effective Date for such MSLEF II Demand has decreased by 5% since the date on which MSLEF II delivered its Registration Notice with respect to such MSLEF II Demand. (i) Concurrently with the delivery by MSLEF II of a Registration Notice to the Company not more than once in any twelve (12) month period; (viii) 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; or2(a), MSLEF II shall notify in writing each of the Morgan Holders of its intent to cause the registration and sale of ▇▇▇▇▇trable Securities. Such notice shall offer each other Morgan Holder the opportunity to include in the registration such ▇▇▇▇▇▇ ▇▇ ▇▇▇istrable Securities held by such Morgan Holder as such Morgan Holder may request in writing to MSLE▇ ▇▇ ▇▇▇▇▇▇ ▇ business ▇▇▇▇ ▇▇ ▇▇▇▇ipt of MSLEF II's notice, subject to Section 2(e). (ixj) Promptly (but in any particular jurisdiction no event later than 2 business days) after receipt by MSLEF II of an SIBV Registration Notice pursuant to Section 2(a), MSLEF II shall notify in which writing each of the Company would be required Morgan Holders of its receipt of such Registration Notice. Such no▇▇▇▇ ▇hall offer each Morgan Holder the opportunity to qualify include in the registration such ▇▇▇▇▇▇ ▇▇ ▇▇▇istrable Securities held by such Morgan Holder as such Morgan Holder may request in writing to do MSLE▇ ▇▇ ▇▇▇▇▇▇ ▇ business or ▇▇▇▇ ▇▇ ▇▇▇▇ipt of MSLEF II's notice, subject to execute a general consent to service of process in effecting such registration, qualification or complianceSection 2(g).

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than twenty-five percent (25%) at least 66 2/3% of the outstanding shares of the Series B Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)at least 25% of the Series B Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Series B Registrable Securities that the all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Series B 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 Series B Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Series B 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 Series B 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 Series B Registrable Securities) then the Company shall so advise all Holders of Series B Registrable Securities which 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 Series B Registrable Securities on a pro rata basis based on the number of Series B Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Series B Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Series B Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (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) one hundred eighty (180) days following the effective date of the registration statement pertaining to 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; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following the effective date of, of the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offeringa public offering other than pursuant to a Special Registration Statement (or such longer period as may be determined pursuant to Section 2.11 hereof); provided, however, that the Company makes a reasonable good faith effort efforts to effect cause such registration as soon thereafter as practicablestatement to become effective; (iv) prior to ninety (90) days after the first follow-on offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering a public offering other than pursuant to a Special Registration Statement within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (viiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, 2.2 a certificate signed by 1) the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgmentCompany, it would directly, materially and adversely affect 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 ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once twice in any twelve (12) month period; (viiivi) if the Initiating Holders propose to dispose of shares of Series B Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (ixvii) 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. In the event of the occurrence of any of the following (a1) Subject the Corporation fails to file the conditions Shelf Registration Statement, (2) the Corporation fails to cause the Shelf Registration Statement to be continuously effective, or (3) the expiration of this the holding period referred to in Section 2.25(b)(ii), if provided, however, that the Company Holders of at least fifty percent (50%) of the Registrable Securities then outstanding shall receive be required in order to request registration of the Registrable Securities under Section 5(d)(3): (i) If the Corporation receives a written request from the Holders of not less than twenty-five at least fifty percent (2550%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) then outstanding that the Company Corporation file a registration statement on Form S-1 (or similar successor forms) under the Securities Act having an aggregate offering price to covering the public registration of not less than $5,000,000 (a “Qualified Public Offering”)the Registrable Securities, then the Company Corporation shall, within thirty ten (3010) business days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2effect, the Company shall use its commercially reasonable efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registeredregistered and included in such registration, subject only to the limitations of this Section 5(d). (bii) If the Holders initiating the registration request under this Section 5(d) ("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(d) and the Company Corporation shall include such information in the written notice referred to in Section 2.2(a5(d)(i) or Section 2.4(a), as applicablehereof. 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 '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 managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders underwriting. (which underwriter or underwriters shall be reasonably acceptable iii) The Corporation is obligated to the Company). Notwithstanding any other provision of this effect only two (2) such registrations pursuant to 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 Securities5(d)(3) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated 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)set forth above; provided, however, that no such limitation shall apply with respect to the number of shares of Registrable Securities to be included circumstances set forth in such underwriting and registration shall not be reduced unless all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded Section 5(d)(1) or withdrawn from such underwriting shall be withdrawn from the registration. A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included5(d)(2) set forth above. (civ) The Company shall not be required to effect a registration All expenses incurred in connection with the demand registrations effected pursuant to this Section 2.2:5(d), 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 Holders together (the "Registration Expenses") shall be borne by the Corporation. (iv) prior Notwithstanding the requirement in Section 5(d)(i), under the circumstances set forth in Section 5(d)(3) above, the Corporation may elect to effect the earlier of (A) the third anniversary registration of the date of this Agreement, or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date of Registrable Securities by filing of, and ending on the date one hundred eighty (180) days following the effective date of, the a registration statement on Form S-1, Form SB-1 S-3 (or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect forms) if such registration as soon thereafter as practicable; (iv) prior to ninety (90) days after the first follow-on is not an underwritten offering of the Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; (v) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the Initial Offering within ninety (90) days; (vi) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; (vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1) the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect 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 ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period; (viii) 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 (ix) 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 complianceSecurities.